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HomeMy WebLinkAboutContract 45466 J l CITY S LA U (f TIAA CONTRACT W. J, Awl - Financial 10PA IMP, TEACHERS INSURANCE AND ANNUITY ASSOCIATION CIATION OF AMERICA RECORD KEEPINGI SERVICES AGREEMENTFOR GOVERN M ENTALI PLAN(S) W A TIAA=CREF BROKERAGE ACCOUNT THIS AGREEMENT "Agreement") is entered into as of this Est day of April,2014,or such later date as the parties shall agree by Notice,by and between Teachers Insurance and Annuity Association of Amer ca "`'IAA"),a corporation organized and existing under the laws of the State of l ew York,and City of Fort 'worth 'City").TIAA 1 and City are each a"Party"to this Agreement.There are no third party beneficiaries under this Agreement. ITN SETH WHEREAS,City sponsors and maintains the City of Fort Worth 457 Deferred Compensation Plan(the"Plan (s)"), r,, ,, for the benefit ofeligible employees and their beneficiaries("Participants"); WHEREAS,assets of such Plan(s)are allocated to and invested in certain mutual funds,a.TIAA-CREF Brokerage Account and other funds and Teachers Insurance and Annuity Association of Arnerica- `ollege Retirement Equities Fund("T IAA-C F" annuity contracts selected by City and made available by Cityf under the terms ofthe Plans) for the benefit of Participants-, O�,P` , ices� n connection with the operation and� rc isi n l ccrtair record cc in sc� administration of'the Plan(s);and , n WHEREAS,TIAA desires to provide Such services to City s in connection with the operation and administration of the Flans as set forth in more particularity in this Agreement. NOW,THEREFORE, in consideration of the promises and mutual covenants,representations and warranties set forth herein,TIAA.and City agree,as follows. r 1 APPOINTMENT; ACCEPTANCE; AUTHORITY TO DIRECT OTHERS ,r. 1.1 The City hereby appoints TIAA as a record beeper for the Plan(s) to provide the"Contracted Services" as defined in Section 1.1. TIAA shall provide the Contracted Services, in accordance with the provisions of the Plan(s),but TIAA shall have no discretionary control over the Ilan(s). mwuucuruma uum000uuunuumNr ronromrom,mWWWWUwrrioiruou�muuuiowuumwwowauwwo <, I L l S E T R l 1L OFFICIAL l i e1 fit,,,L.J".065299,v 1..3 RECORD Plan(s)- 406425 01 F'To UVOw RT,.. VVr .ww.uwui 7uvmromrmnmimnruarenuw�,,w..:- m),mammqpp, 11"It/. 1% Alkh Financial Services I "Contracted Services"means solely and exclusively the end-product/services outputs,outcomes, communications to plan Parties and quality assurance over the foregoing included in the description of services in part I-w Contracted Services of Schedule A to this Agreement;and », ��,; N, "Plan parties"means,collectively,the City,and employees of the City eligible to participate in the Plan(s). 1! The Contracted Services shall not include any infrastructure or ancillary or supporting activities,functions or operations of TIAA and/or its affiliates or subcontractors,including,without limitation,activities,functions and operations that support TIAA''s or its affiliates'lines of business and/or internal corporate infrastructure and operations,which are referred to herein as"TIAA Infrastructure and Other Operations". TIAA Infrastructure and Other Operations do not constitute a part of the Contracted Services and are not 1 subject to the terms and requirements of this Agreement. Aft 1.2 "IAA hereby accepts the appointment as a record beeper for the Plans and agrees to provide the ' h, Contracted Services.TIAA is responsible for exercising reasonable care in providing the Contracted. Services.TIAA's responsibility for reasonable care is limited solely,to correcting processing errors resulting from marIffrnction ofT'IAA equipment,error by TIAA's staff,or error by TIAA's programs. TIAA shall make a good faith effort to correct any error caused, by its performance subject to tile limitations herein set forth;provided that the City notifies TIAA in writing of such error and furnishes all data necessary to make such correction within sixty ' days following the date on'which t'he City is furnished with a report in which the claimed error is contained. Correcting an error,includes restoring any losses caused by such error to the participant's or beneficiary's account. The foregoing notwithstanding,TIAA will,at the City's 's request:,make a good faith effort to correct any error brought to its attention after such time period has expired.TIAA shall in no event be liable,regardless � of the form of the action, for loss of profit,good Zvi I I,or other special consequential damages suffered by the City or the Plans as a result ofthe Contracted Services. The Contracted Services performed by °l TIAA under this Agreement may be performed on TIAA's behalf wholly or in past through subcontractors designated by )AA. TIAA shall continue to be liable for the,performance of any Contracted Service performed by such subcontractors and shall be solely responsible for paying the fees such subcontractors charge for the performance of such Contracted Services. To the extent that.. Contracted Services are to be performed:by a broker-dealer as determined.solely by TIAA,the City agrees that such Contracted Services may be perforated by TI A A-CI EF I nd ividual &Institutional. Services, LLC,a wholly owned subsidiary of TIAA. 2. NOW FIDUCIARY STATUS "No Except with respect to its offering a Contracted Service that delivers investment and savings advice to plan participants as described in Schedule A, it is intended that the Contracted Services be ministerial in nature and Client III:065299 v .3 I lan s `- 406425 J 110 1 OP, r TIAA LCREF i 40 : Financial Services that nothing in this Agreement should be construed as granting any discretionary authority or discretionary responsibility to TIAA with respect to the flans ,the participants,or the investments Linder the Pl,a n s . 3, CHANGES T ADMINISTRATIVE PROCEDURES TIAA reserves the right to"nape changes to any administrative procedures in order to assure quality service-, proviidedl,that TIAA agrees to provide the City with i reasonable advance notice of any changes,and(iii)the opportunity to have input into,the manner in which any such changes are made and implemented. DATA REQUIREMENTS- TRANSMITTAL OF DATA TIAA and the City shall work together to develop guidelines for data processing, The City shall be responsible for the timely transmittal to TINA of participant data that is materially correct and complete. 51 PERSONNEL AND RESOURCES T'IAA shalli provide sufficient personnel and resources as may be necessary to p erform the Contracted Services in a thorough and professional manner. The personnel designated by T'I .to,perform the Contracted Services shall have the training and background necessary to perforrn such Contracted Services. 6. ERRORS, OMISSIONS OR DELAYS 6.1 Each ,party to this,agreement will be responsible tote other Party for their oven respective errors, omissions or delays in the performance of their responsibilities under this Agreement. Each Party shall) notify the other Pam i of any errors,ornissions or,interruptions inn,or delay or unavailability of, the Contracted Services in the case of T1 and services performed by the City in the case of City or(ii)if it is unable to perform any of its obligations ender this Agreement. Such notice shall be provided as promptly as possible but in no event later than the two( business drays following the occurrence of any events covered by I)or(ii)of this paragraph. Notification under,this provision shall be in such fore as is required by Section 13 of this Agreement. Such notice shall not relieve the notifying party of its obligations Linder this Agreement. 6.2 The City acknowledges sledges that in performing the Contracted Services,TIAA TI,, must rely exclusively on the data and information provided to TlA A by the City and participants,and that'rIAA is not obligated to inquire into and is not responsible for the authenticity or accuracy of such data or information received from the City and participants. lfTIAA is required to repeat or reprocess any task as a result of 10,, incomplete or inaccurate information provided by a plan,"1 IAA ma.y charge a reasonable reprocess rw fee. In addition, if amounts are sent with incorrect instructions,,or in aui-noun s that do not reconcile with the instructions given,TI AA may(1)apply the amounts for which accurate instructions are given and u refund any excess amounts to the City,or 2) if amounts are less"than the instructions call for,refund the entire amounts to the City. Client ID: 065299 vl.3 Plan(s). 40642,5 POW� Pf n All TIAA Alwl ,CREF)i Financial i k 6.3 The City shall review all record keeping reports and shall immediately notify TIAA of any claimed error with respect to any data or report. TIAA assumes no responsibility for verification and any report Aft not challenged i'n'writing by the City within sixty days of receipt thereof shall be conclusively presumed accurate and complete. The foregoing notwithstanding,TIAA will,at the City's request, mare a good faith effort to correct any error brought to its attention after such time period has expired. 7., REPRESENTATION% WARRANTIES AND COVENANTS 7.1 Each party represents that it is free to enter into this:Agreement and that by doing so it will not breach or otherwise impair any ether agreement or understanding with any ether person,corporation or entity. TIAA further represents,warrants and covenants that: a. It has full power and authority under applicable law,and has taken all action necessary,to enter into and perform this Agreement,and that the person executing,this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; . This,Agreement,when executed and delivered,shall constitute the valid,legal and binding obligation ofTIAA,enforceable in accordance with its terns; C. TIAA is a stock life insurance company duly organised,existing and in good standing under the l laws of the State of New "or ,and The City further represents,warrants and covenants than ) 11) ,' d. It has full power and authority under applicable law,and has taken al!l action necessary,to enter into and perform this.Agreement,and that the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement and e. This Agreement,when executed and delivered,shall constitute the valid,legal and binding obiligation of the City,enforceable in accordance with its terms. Mtk f. In the event TIAA or its a llates or subsidiaries provide the City with communications marked "institutional use"only,the City agrees that such material's are for its use and not intended for use with or distribution to plan participants. The City agrees not to distribute such materials to plan participants,unless required by law, PLNSETRKA 4 4"s Client ID-065299...... 1..3 �J Plan(s):406425 A, ;� Jfflk Financial Services 8. FEES 8.1 The City understands and accepts that TIAA may be compensated for the Contracted i Services by payments made by providers of.mutual funds,or their affiliates,used as allocation options under the Plans and from fees under the TIAA-CREF annuity contracts. This shall include sharing,on a. periodic basis, in the revenue derived by such mutual fund providers and TIAA-CREF. . In regards to the preceding paragraph,T'IAA's Revenue Requirement as set forth in ara rap h# 15 of Schedule A for its Contracted Services is 1,o basis points 0.1 O�% annually,which shall be based on the funding options listed in Schedule B of this Agreement. In any year if the plan servicing revenue received is at least$5,000 less than the revenue requirement,TIAA will assess plan participants with an ad hoc fee equal to the an ourit of the Revenue .requirement shortfall on a pro rata basis before the end of the calendar year. 8.2 The City understands and accepts that in addition to charges imposed by the funds themselves,TIAA may charge administrative fees in connection with certain non-proprietary mutual funds as set forth in Schedule B1 of this Agreement.. TIAA shall be entitled to be paid all such fees from assets held in such mutual funds under this Agreement. The City authorizes TIAA,on its behalf,to instruct JPMorgan Chase Bank to debit the appilicable participant's account under the plan in the appropriate arnount.In addition,the City understands that certain of these non-proprietary Mutual funds may pay cost-sharing payments. The City agrees that the amount of such cost-sharing payments shall either be collected by TIAA to a the costs of administering, p y such non-proprietary fund on its platform orshall be used to offset the administrative fee to be charged in connection with the non-proprietary mutual fund that pays the cost-sharing payment. The current schedule of administrative fees and cost-sharin a ments i s p y listed in Schedule B. Such fees and payments are subject to change upon advance written notice from PON TIAA. In addition,the City,understands and accepts that certain fees and commissions will apple to the TIAA-CREF Brokerage Accounts. Such fees and core missions shall be listed in the TIAA-CREF Self- Directed Brokerage Account Customer Agreement and,pursuant to the Agreement,such fees and commissions vlll be subject to change without prior notice.. Certain minimum balance and minimum investment amounts may also be required pursuant to the terms of that Agreement. If such fees cannot (,,,- be paid from the Self Directed Brokerage Account itself,they may be paid from the participant's,or beneficiary's other plan accounts Pursuant to the terns of the Customer Agreement. P 9. MAINTENANCE OFRECORDS JJ/i 'T'fAA agrees that the books, reeor+ds,accounts, ledgers,documents,and other compilations of data(whether. a written,electronic,computer related or otherwise)collected and maintained by TIAA for the City and/or the Plan(s) under any provision or requirement of this,Agreement(the"Records")are the property of the City. During the terra of this Agreement,TIAA will at all tines cooperate with and grant the City or its designee POR» reasonable access to the Records during,'I'IAA's normal business hours. If any, litigation,claim,negotiation, audit,or other action Involving the Records is cor menced prior to,the expiration of the applicable retention period,both TIAA and the City shall retain all Records until completion of the,action and resolution of°all 01"M issues resulting therefror", Upon the expiration or termination of this Agreement,TINA.shall provide Records to the City upon such schedule and in such form or forrnat as the City and TIAA agree is reasonable. PLN S T I A Client ID:065299 v I.3 0 W, Plan (s):406425 P" 001 %, oo "11 L TIAA CREF MO Financial is s l hl 10, INDEMNIFICATION 10..1 TIAA agrees to,indemnify and hold harmless the City and its respective employees,officers,directors, agents,affiliates and subcontractors or other related persons or organizations(the"City Parties"')from all loss,damage,costs,charges,liability,or expense, including without limitation,reasonable attorneys' ' f disbursements hereinafter referred to as"Losses" that may �, fees,.and accountants' fees and d � be incurred by,imposed upon,or asserted against the City Parties,on account of any claim or action at law or in �J equity brought by a third party against the City Parties to the proportionate extent that it results from the negligence,errors,omissions intentional misconduct,or wrongdoing ofTI A,or its employees, officers,directors,agents,affiliates and subcontractors or other related persons or organizations(the "TI Parties")in the performance of their duties and obligations hereunder. Notwithstanding the foregoing,T"IAA shall not hold harmless,or indemnify the City Parties against Dosses steninling from the City Parties'bad faith,negligence,or willful misconduct. 10.2 The City agrees to indemnify and hold harmless the TI AA Parties against Losses that may be incurred y imposed° p against the `IAA Parties,on account of any claim or action at law or in ,< b ,mrn Deed a on,or asserted a equity brought by a third party against the TIAA Parties to the proportionate extent that it results from the negligence,errors,omissions or wrongdoing of the City's Parties in the performance of their duties and obligations hereunder. Notwithstanding the foregoing,the City shall not hold harmless or indemnify the TIAA Parties against Losses sternming from the TI AA Parties' bad,faith,negligence,or �l " y's Governmental Immunity wmllful misconduct.Nothing herein shall be construed as a waiver of"the City's y as provided by the laws of Texas. n 10.3 Notwithstan ding anything to the contrary,herein and in this Section 10,TIAA shall expressly Aftl indemnify,defend and hold harmless any of the City Parties from all,loss,damage,costs, charges,liability penalties,fines or expense,including without limitation,reasonable attorneys' Ices and accountants' fees and disbursements that may be incurred by, imposed 0 upon,or asserted against any of the City parties,on account of any claim or action at law or in equity against any of the City parties to the proportionate extent that it results fro m the negligence,errors,omissions or wrongdoing of the Custodian.,its employees,agents, subcontractors and affiliates under that certain Custodial Account Agreement for a 457(b),Plan. between the City and JPMor,gan Chase Bank,N.A.,entered into on or about the date of this Agreement. 10.4 If any third party threatens to commence or con rnences any action for which one party(the "Indemnifying fying Pam ")may be required to indemnify the other Party hereunder(the"Indemnified �J Party"),the Indemnified Party shall promptly give notice thereof to the Indernnif�ing Party. The Indemnifying Party shall be entitled,at its own expense and.without limiting its obligations to indemnify the Indemnified Party,to assume control of the defense of'such action with counsel selected by the Indemnifying Party',which counsel shall be reasonably satisfactory to the Indemnified Party, If � Indemnified Part may participate in the the Indemnifying Party assumes the control of'the defense t�l�me Party y p �p defense of such claim at its own expense. Without the prior written consent of the Indemnified Party, which consent shall not be withheld unreasonably,the Indemnifying Marty may not settle or I L1' 6 Client ID: 0165299 v1. 1 Plan (s): 406425 ,J f ,' I/J j Financial Services P 401 Ok cornprom ise the l iabi l ity of the Indemn if ied Party In such action,or consent to or permit the entry of any judgillent in respect thereof, unless such settlement,compromise or ud rnent is exclusively for monetary damages and in connection with such settlement,compromise or consent the Indemnified Party receives from such claimant an unconditional release from all liability in respect of such claim. 4. J 10.5 The indemnities granted by the Parties in this Section shat I survive the termination of this Agreement for any claims that arise from actions taken by the Parties during,the term of the Agreement. 11, CONFIDENTIALITY CITY NAME 11.1 TfAA and the City recognize and acknowledge that,by entering,into this Agreement,each Party may have access to certain information of the other Party that is confidential tial an constitutes,val abile,special and unique property of that other Party. The Parties agree that they will not at any time,either during or subsequent to the term of this Agreement,disclose confidential information to others,or use,copy or permit the transmittal of confidential information to others,or use,copy or permit confidential information to be copied,without the other Party's express prior written consent,except that both Parties may disclose confidential inforuluation to others,or use,copy or permit the transmittal of a confidential information to others,or use,cope or permit confidential information to be copied by others to the extent the Parties deem necessary to,provide the Contracted Services. 11.2 All payroll,employee,and Participant information received by TJAA under this Agreement shall be treated as confidential information and shall be handled by TIAA in accordance with applicable law, Tj AA"s,privacy policy,the terns of the Plan,and in accordance with the requirements of this Agreement. 11.3 Subject to the express written consent of the City,TIAA shall have the non-exclusive and non- transferab,le right to use the name of the City solely in connection with rendering Contracted Services. prk Any material., including electronic,print,or other media,in which the "'ity's name may be used shall be submitted to the City in hard copy or electronic copy for review and approval prior to use by TIAA. Upon termination of this,Agreement,T1 AA agrees to immediately discontinue use of the City name. 12. WAIVER POP, The failure of'either TIAA or the City at any time to require performance of any,provisions hereof will in no � ° manner affect its right at a later time to enforce such provision and will not act as a waiver thereof. TIC u Any notices that may be required tinder this Agreement shall be given in writing and delivered personally or mailed by certified mail or courier service to the other Party at the following address or such other address as Y each Party may give notice to the other. PLNSET1.1 A 7 Client ID:065299 vl r Plans :406425 A%% t11 O) Financial Services, 1) If to T1AA,to: Client Agreement Team .1 IAA-C':1 .1 1" 730'rhird Ave-16"'floor. New York,11q Y 100 17-3 206 Attention: Director Institutional Client Services AI If to the City,to: City: Assistant City Manager for the Human Resources Department City Manager's Office City of Fort"berth 1 000"rhr el!rnerton Street Fort Worth,TX 761 2 With copies to: 1:4. EFFECTIVENESS; TERMINATION Aft, pq This Agreement shall become effective as of the date set forth above. The City may remove T"IAA as record keeper upon ninety(9 days prier written notice to T1AA..TlAA may resign as record keeper upon ninety days prior written notice to the City. 15. APPLICABLE, LAW This Agreement shall be construed,and the provisions hereof interpreted under, in accordance with the laws of the State eft"e as. y� 16. COMPLETE AGREEMENT; MODIFICATIONS This Agreement, including applicable exhibits,embodies the entire agreement between the Parties and supersedes all prier agreements and documents relating to the subject matter of this Agreement. All amendments to this Agreement must be in writing and signed by bath Parties. 1 . COUNTERPARTS This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same Agreement. Ally Client Irk, 065299 vl. Plan (s): 4016425 i L ice!., Financial Services llplk JAM 404k 18. SEVERABILITY If any provision of this Agreement shall be held ar,made invalid by a court decision,statute,rule or otherwise the remainder of this Agreement shalI not h e affected feral . SUCCESSORS AND ASSIGN, This Agreement will he binding upon, inure to the benefit of,and he enforceable by the respective successors of the Parties. This Agreement will not he assignable by any Pam hereto without the written consent of the, 11 other Party. 20. NON-EXCLUSIVITY '" 1 Each of the Parties acknowledges and agrees that this agreement and the arrangements described herein are intended to be non exclusive and that each of'the Parties is free to enter into sinillar agreements,and arrangements with other entities. L. RIGHT TO AUDIT T'IAA agrees to cooperate with auditors and provide there with the information and resources they may reasonably require in order to complete their audits.. 22. GOVERNMENTAL POWERS Both Parties agree and understand I that the City does not waive or surrender any of its governmental powers by execution of this Agreement. 231. AS PUU BL.IC I N PORM ...TIION ACT" TIAA understands and agrees that the City is subie+t to,the Texas Public Information Act. TI AA for itself and its officers,agents,employees, independent contracts,contractors,or subcontractors further agrees that it shall treat all information provid+edw to it by the as contid4ential and shall not disclose any such information to any third paw without the prior written approval'of the City. Con pany further agrees that City shall have Owl access to anything that is deemed public information held in the possession of Company that Cite may be Owl obligated by laws to provide to the public. P. NSETR A Client I :0659,v .3 Plans , 406425 Owl u i Financial Services Afth, J 2 ■i TERM y) J 24.1 The Term of this Agreement shall begin April 1,2014 and end April 1,2017 "Initial Term"). Aftoll 24,2 In addition to the Initial Term,there shall be two options to renew this Agreement for terms of one year each,unless earlier terminated �� " shall occur provided ed�' "Renewal Term. Renewal herein,each a ' � as ro n f� intent n automatically y provides the other party vwith 3�O days written notice o is rote t to renew.The Initial Term plus any and all Renewal Terms are collectively herein referred to as the`Term." 2" . Non-Disc'""imination TIAA, in the execution, perforrnance or attempted performance of this Agreement, will not discriminate against any person or persons because of disability, age, familial status, sex, race, religion, color or rational p origin,nor will TIAA permit its officers,agents,employees, independent contractors, or subcontractors to engage in such discrimination. This Agreement is made and entered into with reference specifically to Chapter, 17,article III, Division 3, of the City `ode of the City of Port Worth " scrii-nination in Employment Practices"), and TIAA hereby � covenants and agrees that it,its agents,employees and subcontractors have fully complied with al I. provisions of same and that no employee or employee applicant has been discriminated against by either TIAA, its agents,employees or subcontractors. �J r 26. Fiscal Funding In the event no funds or insufficient finds are appropriated by the City in any fiscal period for any services to be provided hereunder,City will notify TIAA of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without p.enalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. J 27 Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance of this Agreement,venue for said action shall He in Tarrant County,Texas. 1 PLNSETRKA 10 Aft Client ID 065299 v1.31 Plans :406425 � 1 y 1 Financial c p /� x N WITNESS WHEREOF, it Part hereto have executed n delivered this Agreement a �,,, �"the date rat above written. A^111 T rs Insurance �,° Annuity Association ofAme a. hiNN i „ s Date. Print Name*. Title City of Fort Worth � �..� Date: Print Name: 3V 5a V1 A� 10,10-OA k"S Title 1 ° r 2, ,�du�"""m�r � .Poo 'UMµM,���'� "✓,v,,_,�'" '�M°o^� ��,.�"rU�v�, .�o�w.wm by: "Sm 0' rorrrru Q Ronald P G C Y �ccmtm � Ili 100010 con racit h 'i:Z& i0i B � w mn�rumww�w�Nwmimnnmuumuuuiuiuioll0000muN�oululumou�✓omin�mui�muvlwon!IOUOUOUIOmm�ol�iuiwmwnllo�wmoumro�wmmuu� f �. N S E K Client I w 0165299 9 1.3 � a OFFICIAL uI f Plan(s):40,6425 ui' w C TYSRETAFtY FT,WORTH, 7x wu�n�r�vu��wN�ewnwawuinmmun�uwu�.rrvwwroumuunrvrraw�opawwardwwr iwwwionwiowuuwnnoionlvoolu�uliVOOiuwuuowmn!n!mwwwu�uuww y J,% AA Ilk Financial Services A"N 10"_txE_ff_"&ULE A PART I - CONTRACTED SERVICES TIAA shall provide the Contracted Services as listed in this Schedule A. I. TIAA will provide Plan participants with enrollment,education and consulting services. TIAA will provide Plan 1 participants with lan enrollment kits an shall otherwise aid in the enrollment employees eligible to participate in a Plan Such services may include internet based service,voice response unit service and mail service. 2. TI ,will,provide the Plan Parties with the functionality of recordleeping system which will be based solely on information provided to TIAA by the Plan.TIAA biased on the funding,options listed in Schedule B shall maintain records of each Plan participant's and beneficiary's account balances including those amounts paid as premiums,to and balances in TlA - I I I"annuity contracts,.The records of each such account balance : k shall reflect amounts attributable to City contributions,if any, participant elective-deferral contributions,. rollover contributions(when permitted by the applicable Plan)and transfers,and any after-tax contributions when permitted by the applicable Plain). If a 403(b)or 40 l l plan accepts after-tax Roth Elective Deferral Contributions as permitted under Code section 402 , ,TIAA shall beep records that separately account for such contributions.TIAA shall also maintain records of rollover lath contributions,as permitted)by the City's plan,which shall also be accounted for separately. �1 3. TIAA shall arrange for contributions to and investments in a participant's account to be allocated to the Alok mutual funds under a P'l'an,other funds under a plan,in TIAA-CREF annuity contracts available under a.Plan, or in a TIAA-CREF Brokerage Account as described in Schedule B,as directed by the participant or the J; participant's beneficiary in the event of the participant's death. The mutual fuunds,other funds,TIAA-CREF annuity contracts,and TIAA-CREF Brokerage Account chosen for the Plans are as set forth in Schedule B. 1 All contributions,shall be allocated among such options in accordance with the most recent valid instructions. Transfers among plan funding options shall be made pursuant to the instructions,of the participant or beneficiary in accordance with the terms of the flans but subject to any restrictions in the applicable mutual fund,brokerage agreement,or TIAA-CREF annuity contract. TIAA shall provide to the participant or beneficiary all of the forms necessary to enable him or her to allocate contributions or transfer amounts among the Plan funding options. In the event that Schedule B is amended to eliminate a Mutual ffund or a TIAA- CREF Brokerage,account as a plan funding option under the Flans,T'IAA shall follow the ins§truucti rns of the Plan Administrators in transferring accumulations from the eliminated uutuual fund or,%TIAA-CREF Brokerage J Account to the plan fund in option chosen by the City as replacement(s)'au d n `uture a'llooiations will be made to the eliminated plan funding,option. TIAA wi 1,wor 1, nth t4e,Plan rruinisIrators�to develop a plan � for such transfers and in communicating with the P'laris' participants,and beneficiaries oncernifng the 'change in the Flans' funding,options.. In connection with plan administration matters, including but'not limited to'he correction of errors relating to the remittance of a contribution or a change of plan custodian,the City may, in its sole discretion,take any or �QF LN SETRKAe Client III:065299 vI. Plans 406425 AW J O r� �" Financial Servicies r O, 400 all of the following actions with respect to participant's account(a) instruct and direct TIAA-C F and/or W Custodian to liquidate securities,(b)terminate account and' c transfer assets in participant account to another institution,all without participant's consent.. 4. "TIAA shall send periodic record keeping reports and communications to the City of Fort Worth Deferred Compensation Plan Oversight Committee("Committee")and other entities as the Committee may direct and each Plan participant and beneficiary,including but not limited to information regarding returns and investment performance under the mutual funds and T'I,AA CREF annuity contracts used to fund the participant's account Linder a Plan. 5. TIA,A shall send any communication that it is required to provide by snail to a participant or beneficiary to,the address provided to"TIAA by the Plan or by the participant or beneficiary. 61. TI.A A shalll,as authorized under a Plan by the City and subject to applicable law,administer and account for plan loans availabile under the terms of Plan and shaallll,as authorized under a Plan by a Plan administrator and subject to applicable law,administer and account for hardship distributions. 7. TlAA shall, if applicable as authorized under a Plan by the City and subject to applicable law,provide for the liquidation of amounts in and make plan benefit payment distributions permitted under,the TIAA-CREF annuity contracts in a participant's Plan account as outlined in Schedule B. In addition,TIAA shall,as authorized under a Plan by a Plan Administrator and sus ect to applicable law,provide instructions to JPMorgan Chase Bank for the liquidation of investments in and to male plain benefit payment distributions permitted under the mutual funds in a participants Plan account. ti 8. TIAA shall maintain records of each participant's designated beneficiaries based on information provided by the participants or the Plan. p pp " A shall assure the performance of any required withholding ". To the extent permitted under a � l�ue,able law,�I I of income tax from distributions and withdrawals.The foregoing notwithstanding,T"IAA shall not provide for the performance of withholding of income tax from distributions and withdrawals from any private tax- exempt Code section 457(b),any Code section 415(m)plan or any Code section 457(o Plan covered Linder this Agreement unless appropriate arrangements are made in writing with TI,AA. Prior to the distribution of each participant's,benefits,,TIAA.shall provide the appropriate notice as required under section 402(f)of the `ode,when applicable. Mkl 10. On each day the New York Stock Exchange(the"Exchange") is open for business(each a `Business Day"), TI,AA may receive instructions from,a Plain and/or Plan participant on behalf of JP*Morgan Chase Bank for the urchase or redemption of shares of the mutual fua'ids offered under the terms of the Plan("Instructions"). 01 Instructions which are received in `good order"(defined below)prior to the close of regular,trading of the ]exchange(generally 4:00 prn Eastern Time (the"Close of Trading")on any given Business Day,will be } executed by JPMorga,n Chase Bank at the net asset value determined as of the Close of Trading on such Business Day. Instructions which are received in"good order"(defined below on such day but after the Close of Trading,,will be executed' by 1PMorgan Chase Bank at the net asset value determined as the Close of "Trading on the next Business Day following the date of receipt of the Instruction. Instructions shall be considered received in `good)order"'when all necessary information and monies in connection with such 1" Instructions balance and conform to all other operating procedures, including any restrictions or limits set as,, P LNSETI I A 1 Client III: 065299 v I.3 01% Plan (s). 406425 y 11 Financial Services A11111%I„ forth in the applicable fund)prospectus,or as otherwise set forth by TIAA on behalf of JPMorgan Chase Bank. The date the Instructions,are executed shall be referred to as the `Participation Date". Notwithstanding the o foregoing,,in the event that the Securities and Exchange Commission promulgates or arnends rules under which the foregoing procedures would be iniperrnissible,this paragraph I I shall) be amended to provide a procedure that conforms to such rules. 11. TIAA shall cause to be delivered to the City,and/or at the direction of the City,directly to Plan participants and beneficiaries,all notices,prospectuses,financial.statements,proxies and proxy soliciting materials received by TIAA relating to the TIAA-CREF annuity contracts or the mutual fund shares held in a participant's plan accounts. Proxies shalll be voted by,or in accordance with,the instructions of the participants or beneficiaries. if no instructions for voting proxies applicable to mutual fund shares are " No received,TIAA shall not exercise the votiing rights for such shares and shall not be responsible for the failure " to vote,or instruct the vote on such shares. 12. TIAA shall,as authorized by a Plan Administrator,offer a Plan level service that delivers investment and savings advice to Flan participants from an independent third party advice provider.The program follows the guidelines set forth in Department of Labor "DOL")Advisory Opinion 2001-o A(known as the Sun � America Opinion). Ibbotson Associates, Inc. is the independent financial expert under this participant advice program.The advice service will be delivered to participants over the!phone,through the web,and by TIAA- AMIN CREF consultants in the field.TlAA accepts fiduciary responsibility for the provision of advice under this program. 13. At such times as the Plan Administrators and TIAA shall)agree,TIAA shall provide reports to the Committee, and other entities as the Committee may direct concerning,employee elective deferrals in order to aid in their compliance with the applicable limits on employee elective deferrals in sections 402(8),457(e)and 414(v)of the Code,as applicable. 14. As authorized by the Plan Administrator and subject,to applicable later,TIAA will administer the spousal 1 consent require rents,applicable to a Plan and have distributed plan balances in accordance with any Qualified Domestic relations Order as defined in section 414(p)ofthe Internal Revenue Code)received b `IAA or forwarded to TIAA by a Plan and in accordance with the instructions of the Plan.Administrator. 15. Revenue Credit Account. This item 15 will be in effect for one year-from the effective date of'this Agreement and shall autornatically renew for successive one year periods provided that either party may cancel this item for any reason without penalty upon thirty 3 days written notice to the other party. Where the an maintains a balance in and makes active contributions to any of the mutual funds,other investment J vehicles and/or the T'IAA-CLEF annuity contracts record kept on TIAA's platform and listed in Schedule B, TIAA will fund a Revenue Credit Account in the Plan based upon revenues generated by that Plan. A Revenue Credit Account is a suspense account held under the terms of the plan which is funded with excess revenue generated frorn that plan. TIAA will reconcile the actual revenue earned for the first period Aftl beginning as of April 1,2014 and ending on December 31,2014 against the revenue requirement of 101.01 . 1 p period will be deposited into the basis punts. The amount so determined to be true revenue credit for the first Revenue Credit Account of the Flan approximately sixty 6 days after the chose of the period or approximately sixty 1 days after contract signing whichever is hater. The subsequent revenue Credit Account funding„amounts will be based on the reconciliation of the actual revenue for the plan versus the revenue re uirerrrent listed above annually each December 3111 st. The amOlUnt so determined to be in excess of PLNSET AKA 14 Client ILA:065299 vl.; Plan(s): 406425 J 9 , Financial Services 7 1, Tlaa's revenue requirement will be deposited into the Revenue Credit account of the Plan approximately sixty 6 days after the end of the plan year. The foiregoling notwithstanding,no Revenue Credit account shall be funded if the amount of such revenue Credit account in the Plan for any given calendar year would be less than$51000. In addition,if it is determined that the revenue generated from the Plan Funding Options reconciled against that revenue requirement stated above will generate a shortfall of greater than $5,000 for any given year,"Tlaa and the City agree,pursuant to Section 8.1 of this Agreement,to assess all. plan participants with a fee equal to the amount of the shortfall. TIAA, will not access a participant fee if the shortfall in any given year is less than$5,000.. The Revenue Credit account may only be used either to pay direct,reasonable and necessary expenses of the Affik I Plan which the Plan is authori'zedl to pay or to provide benefits,for Plan participants and beneficiaries ill the OWN form of revenue credits. Such revenue credlits can be paid to Plan participants' accounts,with at least thirty 3 days'Notice from the City to Traa prior to,the plan year end,on a per capita or pro rata basis at the election of the,City. Revenue Credit Account money should be paid out in the form of revenue credits or for plan expenses before the end of the plan year of the Plan. y Payments from a Revenue Credit account directly to the City will be made only if the following procedures 1 are followed: 11. legal counsel for the City shall provide,in writing,assurance to"Tlaa that such legal i counsel has reviewed the reimbursement arrangement for plan expenses to be paid directly to the City and that in its opinion the program for expense rc nibursenent,,as structured, is set up in accordance with the Plan and state law and covers expenses that would not have been incurred by the City but for the retirement A0W plan(e. ,.,too overhead or settler expenses,are covered).This gill be a onetime certification and will) Apt, be effective fbr the duration of the contract. 0 2. Prior to each payment the City shall provide Tlaa with a written certification that the expenses to be paid meet the requirement that they are reasonable in amount,necessary for the administration of the t, Plan,are in accordance with Plan terms and would)not have been incurred but for the Plan and are expenses that Tlaa can pay in accordance with state law.. JIM I Wk The revenue generated to fund a Revenue Credit account will not be a,direct offset from plan participant accounts il.e.,an annual participant fee) nor a reduction in retrrns rorn those participant accounts. The y' City as Named Fiduciary represents that payments from a Revenue Credit account shall be used to reimburse direct,reasonable and necessary expenses of the Plan that the Plan is authorized to pay or to provide revenue credits to Plan participants'accounts as stated above. No payments shall be made directly to the Cityor the Named Fiduciary of the flan without adherence to the above requirements. For payments made directly to a Plan service provider,fiHaa shall be billed for amounts to cover reasonable and low necessary plan expenses that the Plan itself could)pay. Payments shall be made directly to the Plan service provider feasible period of and no later than thirty 3� days after the date p � Idler°within an administratively p � � �' such an invoice is received. The invoice must be submitted along with a Revenue Credit account Disbursement ement for'vendor Expense Form via mail or P' '►F to the plan's Client Services Consultant.,a duplicate of the Revenue Credit Account Disbursement for"vendor -expense Fora and the invoice should also be sent via PDF to DL CAR ci i tos cre or PLNIISETRKA 15 Client 11 :01219 0.3 Plai s :406425 0, Financial Services If`, in TIAA's good faith sole deter ination made in accordance with TIAA's standard policies governing employers similar in size with similar plan menus to the City,TIAA determines that,the assumptions and terms listed above have changed substantially,the parties agree to revise this item 15. The City and TIAA. will amend this item 15 and any additional agreements pertaining to these payments, in order to reflect the new revenue requirements that will be used for the calculation of any payments to the revenue Credit Account. Notwithstanding the foregoing,TIAA agrees to give the City sixty 6 days advance notice prior to such determination. 16. The T IAA-CREF"Money Market ket utual Fund,Institutional glass(TCIXX)will be temporarily added to the Plan (s),fund line-up to facilitate the transfer of assets from Nationwide and ICMA-RC to the appropriate age based.TIAA-CREF Lifecycle Retirement Funds at TIAA-CREF. The TIAA-CREF Money Market Mutual �< Fund TCIX will be available only to those assets that are being transferred from Nationwide and ICMA- )hf RC on May 15,2014. Nationwide and IC'MA RC will wire assets to TIAA-CHEF on May 15,2014. Upon receipt of the Final Participant Data Nile,TIAA-CREF will map the transferred assets that are in the TIAA- CREF Money Market Mutual Fund TCI X to the appropriate age based TIAA-CREF Lifecycle Retirement Funds. Participants will not be allowed to direct new remittance contributions and may not reallocate the transferred assets to the TIAA-CREF Money Market Mutual Fund TCIXX Once the transfer is complete to, the appropriate age based TIAA-CREF Lif"ecycle Retirement Funds,the TIAA-CREF Mone Market Mutual Fund TCIXX will be removed from the Plan (s)fund line-up. 17. TIAA will provide centralised online salary deferral agreement administration,which includes distribution, receipt and data storage of any salary deferral agreement information input by the participant or through other means as mutually agreed upon by both parties.This service includes processing of new deferral agreements, modifying and/or terminating existing deferral agreements and preparing and delivering,confirmation statements. Salary deferral information can be recorded as,dollar amounts,percentage of salary,or both as directed by the plan sponsor. Deferral information will be delivered electronically via a standard file format or viewed on a website maintained by TIAA on an agreed) upon schedule. y% 18. Upon receipt of the required indicative data in the a reed-upon electronic format,TIAA will identify eligibility and waiting periods using the employee's eligibility date,as provided by the client,to develop and deliver all retirement plan enrollment rnaterials. Enrollment materials will be delivered as mutually agreed upon.. 191. Upon receipt of"the required indicative and payroll data in the agreed upon electronic format,T[AA will analyse an employee's contributions to one or more vendors against the applicable individual contribution year compensation limits, includin the 402 41 5c 47b ,and limits.,.based on a calendar eaw,r anal. 1 a 1 comp �� � any applicable catch-up provisions including 402 7 ,414'v and 457(b)(3). TIA.A's calculations will be accurate according to the data provided by the plan sponsor or the participant,as applicable.. The service will adjust contributions to an amount equal to or less than the amount required to reach an individual limit far the payroll where the limit would be exceeded. The participant's contribution will' be suspended for the remainder of the calendar year,and automatically reinstate contributions,using the employee specified)SDA f that is acti ve on the current date At the end of each calendar year,TIAA mil l calculate any required true-up contributions. Deferral information will be delivered electronically via a standard file format or viewed on a website maintained by TIAA on an agreed upon schedule. PLNSETRKA 16, ��saa�y Client ID:065299 v1.3 �G Plan(s):40642 Aw 44P CRE 4 Financial Services 011"), „ Part 11 -- TI Infrastructure and Other Op ati ns All services,activities and functions performed by or for TI AA which are not expressly included in Schedule A,Dart I —"Contracted Services”shall not constitute a part of the Contracted Services to be provided under the Agreement. Activities,functions and operations that are not a part of,and do not constitute Contracted Services include" IAA 001 corporate and business lines systems,quak.lits control,data entry and ether activities and operations that are nneilla,ry to the provision of Contracted Services es a,s defined in the Agreement and this Schedule A,Part I. 11 01 A ,rT1 �� ry A AM.r,,.,."h.. O)r, MOW l0"D, ,h, y' ie 7 All^11 PLNSETRKA 17 Client ID: 06 299 v I.3 Plan(s): 406425 W „„ » Y�J L Ti AA l CREF I Yi,., ti9Y Financial Apft 1 5GHEDULE Plan Funding 0 firms and None-P'ro rietar Mutual Funds "Aft”, ,TIAA-CREF Mutual Funds FUND NAME SHARE CLASS TICKS }�f TIAA-CREF Money Market Fund Institutional Class T IXX' T'IAA-CRFF International Equity Index Fund Institutional Class TClEX TIAA-CREF Lifecyele Retirement Income Fund Institutional Class TL RI Aft TIAA-CREF' Lifecycle Funds TIAA-CREF I,ifeeyele 20 10 Fund Institutional Class T `TIX TIAA-CREF F L i.fecyele 2015 Fund Institutional Class TCNIX kk TIAA-CREF Lifeeyele 2020 Fund Institutional Class TCWl TIAA-CREF Lifeeyele 2025 Fund Institutional Class TC IX TIAA-CREF Lifeeyele 2030 Fund Institutional Class TC IX ); TIAA-CREF L,ifecycle 20,35 Fund Institutional Class TCII TIAA-CREF I ifeeyele 2040 Fund Institutional Class TCOI TIAA-CREF Lifeeyele 2045 Fund Institutional Class TTFI X �, TIAA-CREF Lifeeyele 2050 Fund Institutional Class TFTI TIAA-CREF L ifeeyele 2055 Fund Institutional Class TTRIX. N The TIAA-CREF Money Market Mutual Fund,Institutional Class TCIXX will be temporarily,added to the Plan(s) fund line-up to facilitate the transfer of assets from Nationwide and I "" A-IBC to the appropriate age based TIAA-CREF Lifeeycle Retirement Funds at TIAA-CREF. The TIAA-CREF Money Market,Mutual I:'ur d TCIXX will be available only to those assets that are being transferred from ationr ide and lC'MA-RC on May 15,2014. Nationwide and JCMA RC will wire sets to TIAA-CREF on May 15, + I4. on receipt of the Final Participant � f Data File,TIAA-CREF will neap the transferred gussets that are in the TIAA-CREF money Market Mutual Fund 1 N", TClXX)to the appropriate age based TIAA-CREF Lifeeycle Retirement Funds. Participants will not be allowed to direct new remittance contributions and may not reallocate the transferred assets to the TIAA CREF Money Market Mutual Fan T ,l XX nee the transfer is corp tc tot �appropriate age based TIAA-CREF Li ec cle lookkk Retirement Funds,the TIAA-CREF Money Market Mutual Fund(TClXX) will be removed from the Plan(s)fund. line-tip. The actual Lifeeycl.e Funds currently available as funding options Linder the Plan(s)are detailed in Schedule B of this Agreement. TIAA will send the pity an updated Schedule B that can be attached to this Agreement when a new } Loifecycle Fund becomes available and is subsequently approved by the City to be added as a funding option under the Plans . Any additional funds,that are not part of the Lifecycle funnily of funds,will need a signed and executed Amendment to the Record) Keeping Agreement prior to being added as a funding option under the Plan. I PLr SE 'RKA 18 Client III:065299 v I. Plans :406425 _l f AN"11 LCR IF T1 A Al P, Financial Services 10 Non-Proprietary Mutual Funds S-erv,icing Fee and Revenue S arul 2 Points American Funds New Economy Fund R4 INGX The annual 12b-1 and revenue sharing TIAA shall receive for services rendered its 3,5 basis points. A American Funds mall-Cap World Fund R4 RSLEX ,, The annual 1215-1 and revenue sharing TIAA shall receive for services rendered is 35 basis points. BlackRock High Yield Brand Portfolio Institutional B,HYIX The annual 12b-1 and revenue sharing'I..'1AA shall receive for services rendered is 15 basis paints. 1 ; FA Emerging Markets Small Cap I DEMSX. The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points. 10"I I L"A Deal Estate Securities Portfolio Institutit naI DFREX The annual 12b-1 and revenue sharing,TIAA,shell receive for services rendered is 0 basis points, t Gralldrnan Sachs Small Cap Value Fund Institutional Class GSSI: The annual 12b-1 and revenue sharing,TIAA shall receive for services rendered is 10 basis paints. O l Harbor International Fund Adm n Class HRINX The annual 12b-I and revenue sharing TIAA shall receive for services rendered is 25 basis points.. Invesco Diversified Dividend R5 DDF'IX 0"All The annual 12b-I and revenue sharing T1 AA shall receive for services rendered is 10 basis points. Metropolitan West Total Return Bondi I M TI X Tile annual 12b-1 and revenue sharing,TIAA shall receive for services rendered is 10 bas is points. Scout Mid Cap UM BMX 1 The anneal 1.2b-1 and revenue sharing TIAA shall receive for services rendered is 35 basis points. Vanguard 501 Index; Admiral VFIAX Tile annual 12b-1 and revenue sharing TIAA shall) receive for services rendered is 0 basis points., Vanguard Mid Cap Index Adrn VIMAX The annual 12b-I and revenue sharing TIAA shall receive for services rendered is 0 basis points. 4,,,,N Vanguard Small-Cap Index Fund Admiral VS AX The annul 1215-I and revenue sharing TI AA shall receive for services rendered is 01 basis points. JIM Vanguard Total Bond Market Index.Adm VBTLX The annual I2b-I and revenue sharing TIAA shall receive for services rendered) is 01 basis points. 41,.,. y 4W14 PLNSETR A 19 'Bent ID:065299 vl.3 410 1� Plan (s): 406425 y� o,"% .t 10.;'''k CRE %o Financial is SuHEDULE C 1 r SERVICE L TIAA warrants that all of the services under this Agreement rill be delivered appropriately and to the satisfaction of the City. If any defect or error,occurs,the City should identify the issue and TIAA will make a good faith effort to rectify the situation without any additional cost to the City.. TIAA backs this satisfaction guarantee;with a financial cotninitri ent as follows: Pkv Subject to the Legal Qualifiers as stated belo w, if the City's ide�ntified issue goes unresolved,the City should provide TI AA with evidence that TIAA did not rectify the situation to the satisfaction of the City. In that case,a serviiee guarantee penalty related to the cost of providing that service will lie paid to the fit 's plans , The maxirnurn guaranteed amount will be$10,000 annually for the Plan (s). Such amounts shall be paid to the revenue Credit,account under the Plan (s). LeLyal-Qu,alifiers TL shall be entitled to a ninety 90 day grace period to cure any service that is not delivered appropriately and to the satisfaction of the City.If after the expiration of the cure period TIAA the service is still not delivered to the City's satisfaction then the penalties described above shall apply. Notwithstanding the foregoing,`FLN 's obligations and liabilities shall lie,hrr�ited to the following hmitattons® POP- a The Participant Services Group SG shall be available to respond to telephone calls Monday through Friday day (excluding holidays observed by TIA-A) from 8 a.m. to 10 p.m. Eastern I nic and Saturdays from 9 a.m.to 6 p.m. Eastern Time..All,c.al.ls to the PSG will be recorded to help ensure they are handled properly. .�al.:ls may be for training,review and other business purposes. TIC" shall also provide Plan participants toll-free OW access to the automated Telephone Service AT modules.The ATS shall be available seven days a creel and 4 hours a day,except d �maintenance i tenance do tir e and except at other times due to a failure of . v telecornmunication electrical and/or computer systetns,or other s.tt .tlar situations. .l..1A shall.use its best efforts to remedy any such failure.TIAA shall provide Cite of Port Worth with at least 24 hours'advance 00 notice in the event ofa scheduled material mai tenat ce of the�- T expected t of' result in the unavailability f'� ,r the.,STS to City of Fort Worth participants for any material period of time,and tw a the extent reasonably feasible,TIAA shall facilitate notification to participants in the plans of such t.tiavalal:dity via the web site.. b City of Fort Worth shall be solely responsible for the tirneltness,accuracy and completeness of the data that it or its c ent SU rnits to"�1:l A ,and for any adverse consequences that may result fronts errors or inaccuracies ca used by the inaccuracy or incompleteness of such data S provided,however,TL shall not be excused froze. liability to the extent that TIA has acrual knowledge wledge that such data is erroneous and floes not tale reasonable le: 11,,1 ° y City w l foregoing, action to nottf t. t. ot:I�"ort �o.rth to ol�ta�. corrcc ted data. �ul�ect to the T"IA-� may f-utly rely on ON hk data received,and shall have no obligation to review it or verify its accuracy. PO c C� of Fort-Worth agrees that I I _ s performance may deviate from the established expectations from time to time due to causes beyond TIAA's reasonable le control,e.g..,TI_AA's receipt of poor or incomplete data,the periodic failure of information or communications systems (except where such failures are solely attributable to 1, P"L.NSETRKA 21 Client ILA.o�6512991 vl. 401 % Plan(s):406425 Aft IAA CREF 1D Financial Services cr tion stem failures,(except �"L.� negligence),the operation f the capital markets,ccarr� ��tcr � where such system failures,are sold attributable t �. .A's negligence in ma' ., � � maintaining such syster~nsi,".Acts of JI Goad,"" fire,flood,civil or labor or chsturban.cc,war)terrorism,act of any governmental authority or other act or threat c.f any authority e jure car de facto),legal.constraint:,fraud car forgery,in hiht r t obtain�:r interruption ��% of external communications facilities,or any cause!beyond the reasonable control of TIAA or ether unusual circumstances. n11S �� A. "ft1 , "l1 )k N y ,n NSEA 22 Giant ID: 065299 vl.3 P lan,(s):406425 1; I Al Pw P ok� "POW, ADOPTION AGREEMENT FOR THE ELIGIBLE 4571(b) DEFERRED J01% COMPENSATION PLAN OF: OKI CITY OF FORT WORTH, 1 011 A GOVERNMENTAL EMPLOYER ................. ......... .......... 14^1- 04"01), A CREF FWancial Servico's 4 P11 Governmental 457(b) Deferred Compensation Plan 07/2013 Adoption Agreement D`. i%/II %/ Instructions for,completing the Adoption Agreement:Click on the applicable text box. Click on the text box to complete, highlight the line and replace With your,response. AI; 1. General Information (A), Name of Governmental Empl yer 1 City of Fort Worth Ash); (B) Ad'd'ress of Governmental Emplover- 1000 Thrnkrnrtn St. Fort w"""orth, TX 761 2 Alt ��� (C) Naas of Plan: City of Fort Worth 457 Deferred Compensation Plan (D:) Federal Tax ID Number of Governmental, Employer.- 75-6000 (E) Flan Administrator's Name and 1 Address City of Fort Worth 1 000 Throckmorton St. Fort Worth, TX 76102 (F) Trusteel's Name and Address if applicable)-. )) WMA 2. Effectolve Date stated Mective Date (Article I - Definitions) (Se:lect one (A) The Plan is a new plan., The Effective late l The Plan is a restated plan. The Restated Effective Date is May 1, 2014V The p'lan's initial Effective late was, March 1,981 'I e T11 CR Fin ncial S,ervilcee ov►ernm n al 5 Deterred Compensation Plan 07/2013 >� Aidlopflion Agreement t gay; r, 9 �, Of 11 3,. Plan Year Article 1 - Definitions) (Select all that apply) li - The cafe ear. Op", (B), The Plan, Year 1 2) month period beginning en r the following � a �C � The initia,l "larr' Year i a short Plan Year beginning n a ending on r, 101 , Thereafter, the Plan Year will be the twelve (12) month period O"P, selected in Box 3(A), or Box 3(B) above. 4. f'lin'R o of Compensation Article 1 - Definitions 0110%, (Please make a selection and (B)) (A) Compensation is defined as W_2, wages including differential wage payments). � t � � � the t" 1 r� r r N rr Q >� r> rt .. ,,,n,,,r „I r vmm,rvr r riry ran»,mr r e,nr,v nrrrrnirnrov xn,n}rrrIrrnr5,r u ,f rrrrr>-rr.. ,.rr,,,r ✓nmrirfi r Ssmi mr .rx r.rnm iw r rr r. r ,,,rlr,i. ri as�r,fln mi....rir,rirr..Irvin. i.r,rr.rr rrr. n nr�v,u:i. rr l N rr %1 rl iM1P r/Pl. 99.r/ h NJY. /rfl ,fir///5.U1f{..ryf i Ll 9f Yiil/:Di;,vl»,9%:...gym UNiW 1DlW59l,l:.l vii 11 Jl+tl� .r',r rmu r. -;, rr rneAa Orr�ri :. ... ,.NV r ovi.^�:-ill//ii.:,yy,,..irwry f Compensation will be defined as follows," 2 I � A A : (B) If so selected, tide ,amount also ncI udes, pay for accrued ona fld 1�ck vac tion� o r othe r leans pay (but riot severance pay). (Notes. Any such pay r ru t be paid within the dater of 1/i months following Severance from m l y e t or the end the calendar year which 00-W includes the date of Severance fro ploym t.) � inch r . if es select ri w� t f accrue leave a 111 l t the Plan. P t P/11 N (1) Accrued bona;fide sick day ,r Accrued vacation play P1 (3 Other accrued 1eavel pay (describe): Back, Ra OF 10 E1 No, do rl include., 3 TIM-CREFFinancial Services 17/201 Governmental 5 Deferred Compensation Plan Adoption Agreement „r Y, 5. Eligible Employee Article I Definitions,) (Select all that apply) 1I (A) E] All Employees of the Employer,. (B) Z All Employees f the Employer, other than the following excluded Employee (1) Leased Employees (2) El S Employees (3) E] Hourly Employees Al (4) Z Seasonal Employees (5), Z Temporary Employees W (6) Independent Contractors, (7) Employees s whose employment is governed by the terms of a collective bargaining agreement between Employee representatives (within the meaning of' � � ulY' or 1 r /,ri.//.e r!// ':'fir �i �. /ff Y� 'r f.� ! rr,r rrfr r r/f/ ",'rrr rn/rrrYrlr Tyr:.lr/lP //// lAl/r Yi9/,.IYII ,,; ,n /,y of f✓:.f^i: U i./ir flr,Rr/ f,Y !wi% /../f !/rq rig/liii ,h :.,!q ?N.,..////ll.Jr r,. �, r,/ 1. / ,r , ,r r?N✓� r i,/ 4, IrL..Uii r. fr..f p IY (1. f f were the subject of good, faith bargaining. !)) (8) Other: 6. Contract Selection and AlWrnate In iclle I - Definitions) �y 1 (A) Investment Options are, any investments m lde available by either TIAA-CREF' under its contracts including the, use of TI -CREF or non-proprietary mutual funds) or any,other Investment Sponsor and selected for use under this Flan by the Employer, or its designee. ,y The contracts that will be offered by TIAA-CREF under the, Plan are: (Select all that apply) m f I Retirement h� c � line Annuity Contract ` l� RCP"), and C R F Retirement � Choice Plus,Annuity Contract (""CREF Y). TIAA Retirement Choice Annuity Contract "TI C"' and a CREF Retirement Choice annuity Contract `CR F RCM . TIAA Stable '' lu Annuity Contract "TI Stably Value"') and CREFStable V lue Annuity Contract "CR F Stable Valiue") in conjunction with an RC Contract. It this option, ! is sel cted,l the RC Contract will also be included in the selection. E] For plans in existence prior to January 1, 2013, TIAA Group Supplemental Retirement f Annuity Contract ("TI RX d CREF Group Supplemental Retirement Annuity f Contract ("C,REF IS A')I. 4 TIAA-CREF Financial Services@ 07/2013 Governmental 457(b) Deferred Compensation flan yiu y� Adoption Agreement 00 �011111 (B) Alternate Investment Sponsors. (Select one) [ No, alternate investment Sponsors are not avall� able unnd'er the Plan. M JOIMI Yes, alternates Investment Sponsors are av ail able under the Plan. (List alternate Investment S nsors I C (12 month t on stable fund 1 Life Insurance contracts held with ati nwid l l numental 7. N! r� al Retirement Age (Article I Definitions) (Please make a selection n (A) and �r applicable, (B)) O (A) Genera l yule. Other than provided in (B), !Normal Retirement Age "N RA" �� � d�firr d as, any age that is on or after the earlier of age 65 or the age at which a Participant can retire y and receive an a nreduned benefit under the Employers defined benefit plan r if there is no defined benefit plan or if Participants cannot participate in that plan, a money purchase 1111 nor I n in which Partici ants also �rtici ate end that i nit l t r thn�n '/2. , , Alternatively,' n Eligible Plan may choose or permit particapants, to choose any NRA that is within those ages. (1) Normal Retirement Age w,ill be Huge 6 . i k t, (2) Normal rmal Ret��r r�� n��t Age will be age (3) E] Retirement Age will be the age selected by each Participant. Normai Retirement A e is defined s follows. the age designated by the arwttici ant shall be nay earlier than a e 65 or-the � alge at which Participants have the ri ht to, retire and receive,_ render the basic OPP defined benefit pension pilan, of the Empiloyer mr diiate retirement benefits without actuarial or similar reduction n becau s of retirement before some Later 01101W specifi�ed age., The Normal Retirement A e also shall not exceed a 70 1 (B) ell Rule for Participants, who are P liice or Firefighters.rs. Th s Participants may substitute age 40 for age 65 for the rules in (A). 1) Normal Retirement Age will be age 40. (2) [ Normal Retirement Age will be age (3) Normal etir m nt Age will be the age sel'ected by each Participant. (4) No Retirement Age is defined as follows 5 411W TIAA-CREF Financial Services@ O7/2013 Governmental 457(b) Die erred!Compensation Plan Adoption Agreement r Mf the date at hiI h Participgrits have the right, retire receive' I rr der the 1 basic benefit i � � defined i benefits without ar or similar reduction because of retirement fore some �y r s �c �� a. 8. Annual Deferrals (Section 3.1), (Select one , (A) Annual f rr s may be made to the' Plan up, to,the maximum amount permitted raid' by law. 1k (B) E] Annual Deferrals may be made to the Plan up to a maximum amount equal to 411%k, pry i ire vent may such deferrals exceed the maximum amount permliitteId by law Annual(C) Ej Deferrals may only, Irr this Plan up to the a u PermittedI u after maximizing Etective f rr i to I Employees Plan. (D) Annum Deferrals may not be made to the i . A��: ,,,,, , ,, ,� _ _ ,, iii bit rr�r r (Select o'n'e), A111110) (A) Roth Elective Deferrals may be made to, the,Pi r up to the maximum I r iI to by lam". (B) Roth Elective Deferrals may be made to the Plari up maximum amount equal to AW11 'r v*ided that in no 'vent may su�ch a rr is exceed the maximum amount permitted law. 1 Roth(C)l 'ec v Deferral's n Plan up to the rr um permitted law after maximizing Elective a rr is to the Employer's 0 Plan. (D) 0 Roth Elective, Deferrals, may are 10., r` cap' Pay colon 3.3) (Select o "k If selected Participant r accumulated sick pay,, accuI vacation 1, pay and other leave pay provided in no -awll such deferrals to, the Plan exceed i the maximurnarnount, permitted by liaw., Yes, apply. (Question 4.(B) m�uust ais be checked, Yes. , do not apply., TIAA-CREF Financial S ervices C 07/2013 ,,, I, vernmen 4Deferred o p sation Plea Adoption Agreement 0 a; 0 11.Age 50 Catch-up Contributions Section .7(c). (Select one PM If selected below, age 50 catch-up contributions may be made to the Plan up to the maximum amount permitted by law. Yes, apply. Ej No, do, not apply. 1 12. Special Section 457 Catch-up Limitation (Section 3.7(b)) (Select one) If selected below, the sip cia�l Section 4,57' catch-up contributions may be made to the Plan up, to the maximum amount permitted by l' . es,1 apply., E] No, do not apply. OP 3. Employer I or Eiectl*vee C ntrlbutlions (Suction 3.5 Note: Any Empluye�r contribution will reduce, dollar for dollar, the amount,the Participant can d' fer to the Plan and in no event shall the cornbined total of Participant and Employer contrib ti ns exceed the maximum am unt p rmitt d by law. (Select one) [� The Employer will make non- l�ective contributions to the Plan on behalf of all Active Participants in an amount equal to % of the Participant's Compensation. The °mill -elective contributions to the Plan s fdillows (include a description receiving n " i_ n in h of the class(es) of Active Participants the �� tr�but d t ;�r�nwunt or if the 40 contribution will be discretionary and only made to certain Active Participants as designated by the Employer in its discretion): O The Employer will not make any non_ol icti o contributions to the Plan. Employer Matohiln g Contrlbutl In Section 3.6 Note-M Any Employer contribution will reduce, dollar for dollar, the amount the Participant can defer , tow the Plan and in no event shall the combined total of Participant a,n+d Employer contributions 010ft exceed the maximum amount permitted by law. (Select ono) 7 TIAA-CREF' Financial Services 07/201 Governmental 457(b) Deferred Compensation Flan Adoption n A r+eem ent f o, ht 14„ J/,, (A) [j The Employer will make matching contr huti n t the Plan on behalf of Active Participants who make an Annual Deferral pursuant to �J Deferred Compensation Agreement in ani, amount equal to % of the Participant's Compensation that is contributed to the flan for the Plan, Year'. (B) E] The Emlplloye,r will make matching contributions to the Flan on behalf of Active Participants who make an Annual Deferral pursuant to a Deferred Compensation Agreement in an amount equal to f the first the Participant's Compensation that is contributed to the Plan for the Plan Fear. (C) The Employer will make matching contributions to the Plan as follows (includ e a 51 description of the class es of Active Participants receeiviing the contribution and the amount or if the contribution will be discretionary an only made to certain Active Participants as designated by the Employer in its discretion): I (D) The Ems lu r mill n t mak any matching c ntri u'ti us to the flan. 1% 15. Plan-to-Plan Transfers to the P'lanw (Section 3.9) (S'ellect one)! ft)J Please note that, in general, direct plan-to-plan transfers, to, the la can oi ly be made from 141 klklk another Eligible Governmental 5 ), Deferred Compensation flan and if the Participant ins an Eligible Empiloyee of the Employer. No transfers to the Plan can be made by a Beneficiary. (A) Direct transfers may be made to the Plan from another i i l v rnment, l 517 b Deferred Compensation Plan to the extent permittecl by la (B) Direct transfers may be made to the Plan from another Eligible Governmental 57'�(b) Deferred Compensation Plan, subject to the following filirnitations: (C) Direct transfers may not be made to this Plan,,,, �y 6. P"l n-taw-Plea Transfers from the Plan (Section 8. „ (Select ore) P'lo��o note t ate i n+ ral, direct plan-to-plan transfers, from w the Plan can only Bodo to another Eligible Governmental 457(b) Deferred Compensation Plan following, the P rtioi sends J TIAA-CREF Financial Services@ 07/2013 Govern mental 5 Deferred Compensation Plan Adoption Agreement .....m A, .. ...... .. iW Severance from Employment with the employer that maintained the transferor plan, unless the transfer is with respect to a Participant's Beneficiary. (A) Direct transfers from the Flan may be made t another Eligible Governmental 457(b) Deferred Compensation Plan to -the extent permitted by law. (Bi) C irect transfers from the Plan may be made to another Eligible le vernmental 457(b) Deferred Compensation Plan, subject t the following, limitations: 4 w a r; O (C) E] Direct transfers from the Plan may not be made. 7'. Transfers, to Purchase Sew ce Credits (Sect"on 8.2 (Select one) If selected below, a Participant may requesit a transfer from this Plan to a defined benefit 114010"' governmental plan to purchase service credit. r Yes ,apply. E] No, do not apply. ®r 18. Rollover Contributions (Section 3.10 00 ,, Select one) Note: An Eli i le Governmental 517(hi) Deferred Compensation Plan cannot accept rollovers of - m another lac. If Roth Elective Deferrals are elected an Eligible Governmental after t funds from p 457 Deferred Compensation Plan can accept r ll avers of Roth Elective Deferrals from another Eligible Governmental 4 i Deferred Compensation Plan, or as otherwise permitted ender the Code. J (A), Rollovers to the Plan, including rollovers, of both Elective Deferrals, are permitted to the extent permitted by law. (B), Rollovers to the Plan, excluding rollovers of Roth E1�e�cti a Deferrals,, are permitted to the 4 extent permitted by law. (C) El Rollovers to the Plan are not permitted. 19. In-Service Distribution ion t Age 70 1/2 Section 5.1(a)) (Select,one) 9 TIAA-CREF Financial Services@ 07/2013 , Governmental 457(b) Deferred Compensation Flan Adoption Agreement Aft It ........ A lk 7.Special Considerations Relating to Milit r r Service (Section 5.1(d)) (Please makel a selection ,, B, , and(C)) (A) Participants who have died or became isa l hip performing qualified military service s, ll be treated a if they returned: t o employment t i day preceding the date f dent or Disability and had a Severance from Employment on the date of death or Disability. (Select one) y Yes, apply to both deceased and Disabled Participants. El Yes, apply to deceased Participants. All, ,' do not apply. �i (B) Deemed Severance from Employment. If elected below, participants who ave been � culled to active duty f r thirty 3 ' or moire days will be deemed as having, a Severance i from En�uploynant for purposes of receiving rstrrbutrn under t ie Ia . Any J distribution sunder this Section .1( requires a suspension of Annual Deferrals under the Plan for six 6) mono bs. (Select a 0 Yes, apply. Ej a No, do not apply. (C) Credit for 'Benefit Accruals for Deceased Participants,. If elected' below,, Participants who die while performing qualified ilit service will be credited with service, to the Employer for the arinld of qualified military service. Any Employer contributions made to the Plan for these Participants will comply with Section, 401(a)1(37) of the Code. (Select one Yes, supply. No, do not apply. Al �1 A41% J 12 TIAA-CREFFinanciai Services 07/201 Governmental 457 Deferred C=pensat'ion Plan Adoptilon Agreement 0,, r executing this Adoption Agreement, the Employer is the 457(b) Deferred Compensation Plan described herein and In the Plan document. The selections and specifications contained In this Adoption Agreement together with the terms,, provisions and conditLons provided In ,,, the Plan document constitute the Plan, It is understood that TIAA-CREF is not a Part"to the Plan and shall not be responsible for any tux or legal suspects of the Plan. The Employer assumes responsibility for these matters. The E mployer acknowledges that it has counseled, to the extent necessary, with its attorney or other tax advisor. The obligations of the Investment Sponsors shall be governed solely by the provisions of its contracts and, policies. TIAA-CREF shall not be required to inquire into any action �taken by the Employer or the, Plan Administrator and shall be fully protected in taking, permitting or+arrulittilng� any action on the basis, of the ,actions of the Employer or the Plan Administrator. TIAA-CREF' shall cur i no liability er, responsibility f r carrying t actions n� �� directed b y the Employer or the Plan 1, Administrator. POP The provisions you select in completing this Adoption Agreement will appily to your Pan as if they,were set forth in the Plan docilment. In completing this Adoption Agreement, you are urged to consult with your attoirne y or,tax advisor. TIAA-CREF does not and cannot provide legal or tax advice. Failure to properly fill nut the Adoption Agreement may result in the failure of your Plain to satisfy the requirements of are eligible deferred compensation plan under Section 457(b) of the Internal Revenue Cede of 1986, as amended. P), IN W NESS HEREOF, this Adoption Agreement has been executed this .122 day f CA 20 Employer: V- d(I-) By: Printed a me Title 001IN P11 �� � � � V" 41 pg TIAA-CREF Financial ServicesO 7/20113 Governmental 451 " b Deferred,Compensation Plan Adoption Agreement P At), k Aft Aftll AR"l 1i 1� %, '% Aft �y I J a: frl,' 00 /// of// 1/1,pra r I r r her JIMMIM L u: !r III mo ioi ouu�l�fi�@'dll �9 tl19 i I Iii i I'II �VV l /R Vii..." r: ! k Plan Document For, City of Fort Worth Ow" f r y O"Oft All,Je. !M„ k ,if, 41,' For Institutional Investor Use Only.Not for Use With or Distribution to the Public. �1 f I , Introduction 0 0 f14 0 14 1 OW A :k AW � .. . . . . . . . . . . . ...... . . ... . .. . . . : . . . . .. . . . . . . . . . � � . . \ . .. . \. . . . , 4111 w, \ °. Sect"ion /\Z �� � ��� Information \\ \. . . . . . .. .. \\ , i� i� \� For|n'KUt n8||nvestor Use Only.N O{for Use With,or Distribution to the Public. P Conversion D222 \\\ A/I :; A4 0111P l I�,lk Section : Gonerall Information, Coordination with Your Current Record Keeper Your TIAA-CREF Deli"w ry Consultant will manage the test conversion data process and work with your current record,keeper to re quest conversion data(test and live). TIA►- CRS ill help to ensure that a thorough and robust testing and validation process is connd'uoted.The documents and requirements we will review with your current record keeper are as follows: Requirements l Prior Record keeper This questionnaire solicits additional information we Questionnaire, may need to begin i setting your Plan on our system. e will also conduct a subsequent conference call. TIAA-CREF does net require your current record keeper to provide participant data in e articular torni t for the Plan conversion.We require only that the prior record keeper provides us,with fullll and detailed instruotilons can the data specifications contained in the r data file. Mhk Enrol Iment/Cloordination with Aft, 'Your u r a nit Record Keeper Aft1l, Your TIAA-CREF Delivery Consultant will manage the enrollment process and work with 1 your current record keeper to verify that we have the right data needed to enroll your eligible employees in the Plan. As pert of the enrollment process, we will delilver Welcome Kits to all eligible employees,. These kits pr °,ide all the necessary Information participants will need to begin managing their accounts with TIAA-CREF. �l Aft; kl For Institutional Investor Use Only.Not for use With or Distribution to the Public. Plan,Conversion Document OF }. Section General Information is Blackout Period' >U Plan assets will be transferred to TIAA-CREF from your current record keeper'. Both before and after the transfer date, a period of time will be needed to facilitate a smooth transition. This is called a"Blackout period"and is needed to ensure the accurate transfer of account records. luring the Blackout Period, your current record keeper will have various cut-off dates for initiating Plan-related transactions. TIAA-CREF will send plan, participants a Blackout Notice approximately five weeks before the Blackout Period begins. This Notice will include the specific dates for which certain transactions will no longer be processed, as well as the schedullied Blackout Period end s date. Eligible employees enrolled with TIAA-CREF REF will be able to complete nonfinancial updates, such as indicative data+changes and beneficiary designations. Requests for financial updates and transactions, such as accumulation transfers and loans, cannot be processed until the Blackout Period l ends. Every attempt will be made to ensure that the Blackout Period is as short as possible. The dates provided in the Notice depends on the timely receipt of plan assets and individual participant account records from your current record keeper. A delay in receipt may result In a change to the dates provided in the Notice.. 4�, 1 We will rr�r salary deferral transitions e develop our work out the timing of s i r'tons with you a s wl communication tion and deployment strategies. Please note that TIAA-CREF may be able to continue some transactions during the Blackout Period. Once a participant account is created, all non-financial transactions are >> allowed, including contribution asset allocation updates,1 beneficiary designation updates, address changes, and participant indicative data changes.also, existing�rI�-C REF / accumulations are not subject to the blackout period. 4„,1 Final Conversion A After your current record keeper completes their final valuation,they will ,sand the final conversion data to our team. During the final conversion, we balance all financial and transactional data to help ensure the Integrity of the plan and participant data being set up on the TIAA-CREF REF systerm.We audit the transferred data and reconcile participant accounts,to the transferred assets. We will work with you and your current record (keeper to resolve any discrepancies if they ��aau arise. Once the assets and records have been validated and reconciled, we will prepare a } reconciliation report for your review ►and approval. $/W The City of bolt Worth 457 [deferred Compensation Plan (the"Plan") has been established by the City of Fort Worth, the, laan sponsor orr and plan administrator("Employer,"). Employer p provides the information set forth bellows in order to assist Teachers Insurance and Annuity Association,of America "TI AX in the,performance of services that it will be providing pursuant to certain service agreement(s)with the Employer. For Institutional Investor use Only.Not for Use With or Distribution to the Public. Plan Conversion Document 6 �1 Section rInformation Section 1 General Information 1.1 Plan Sponsor— Existing TIAA-CREF Plans ,,11 Full Plan Name and TIAA—CRE F Six Digit Plan Number for each existing TIAA-CREF Plan City of Fort Worths 457 Deterred Compensation Plan-406425 1.2 P'la,n, Sponsor Clontact Information Contact Information Aft))) Contact Name MARGARET WISE, Contact Title ASSISTANT HR DIRECTOR Contact Department f Address 1000 THROCKMORTON''STREET Address Line 2) City,, State Z FORT WORTH,TX 76102 Telephone Number - 17-392-80,52 Fax Number (Email Address RGARF-Tw ISE F TE S.. Contact Name BRIAN R.DICKER "ON Contact Title: HUMAN RESOURCES DIRECTOR Contact Department Address 1000,THROCKM RTCON STREET ,ll Address Line 2) City,State Zip FORT WORTHJX 761012 A1, Telephone Number 1-817-392-7783 Fax Number AWIR Email 'd'ress RL LC�ER QA@ Aft 2. 1 1 For to titutional Investor Use Only.Not for Use With or Di tribrrtion to the Public. Plan Conversion Document 6 y, IpF /1 r lr. RN Section .* Information 11 Co'ntact Name SUSAN ALANIS f Ow, Contact Tile AssiSTANTCITY MANAGER, Contact a m Address 10,00 THROCKMORTON STREET POP" s Nn . pity,State dip FORT WORTH 1 TX 76102 Te1ephone Number - I7 39'12 ° Fax Number PI 01 A, A, opk j1/,r,Ik 1 n 11 OF OP l 4„ Oft For institutional Investor use Only.Not for Use With or Dl trib bon to the Public. Plan eversion Document 40 r,. 01 -lY, R rl�llr, Section r' l 1,.3 Consultant Contact Information �y AMID/, ID Contact Information Contact a AL DiCRIS" F R -°RED IREMENT STORE Contact Title Contact Department Al ' Tess 10305 YUCCA ' ',r Address(Line 2) City,State Zip AuSTIN,TX 787591 Telephone umber 1-512-,291-2228 Fax Nuu Aft Email Address ALD! ER fAE �1 1 o, �1 Vii;, For I'nsLitutionaI I nivestor 0 s On ly.Blot for Use With or Di stribution to the PLIblic. Plan Conversion Document i "I" ft'l >>I po O- Affilik � � . . . . . . . . . . . .. .. .. . .. . . . . v... . .. . . . . . .. . . . . ... . . . . . :. .. ../. . . .. . . /; . . . . . . . .. � )� . . :°..; �� ? � a C onvero� � � �J . . . . . .. Information 411W Afk ? � r� O \:< l� \� \� i� For Ins Only.U onalInvestor Use Not for With or to{he PU bc 2 n,�Conversion Document . �� I% w w� Section I t ANNA, Section 2: Plan Conversion, Information f 2.1 Current Record keeper Contact Informatilon 4, Contact Information Company Nam NATIONWIDE Contact Name KATHRYN CRAwr-ORI Contact I Title q BUSINESS PROJECT MANAGER >>, n f N ►address N Address, Line 2) ftlk Aft, City, State Zip Telephone Number 11-614-435-8317 Fax Number 1-855-376-91197 o rnraiV ddre � I � II E.OM Company Name IC -RC Contact Name RHONDA SMOTHERS Contact Title 01011 AM Address Aft, Address Line City, State Zip Telephone Number Fax Nu her Email Address OTHER I A ^. J 2.2 TIAA-CREF Plans Involved 'In the Plan Conversion Dist all TIAA-CREF Plans to which assets and data will be moved as part of this project C ITE"OF FORT WORTH 457 DEFERRED COMPENSATION PLAN-40,6425 2.3 Participant Enrollment Data Inforination Participant Enrollment Information The data that is necessary to create participant accounts swill he obtained es follows- Aft Use,the data from,the record keeper to°wherrl the participant is currently contributing For s%tu�atians where the Plan Sponsor has multiple,record keepers which could,include TIAA-CREF. This option is only available if TIAA-CREF is rovi,ded with information by each record keeper or the plan sponsor that allows for determination of which is the ,u For Institutional Investor Use Only.Not for Use With orDistribution o the blic. Plan,Conversion 1,,., Section 2: Plan Conversion Inforniation A ,, current record keeper) Use the data from the record beeper based on the following ordering'. Nationwide J, ii - C Use the current record keeper data(for situations where this is only one record keeper) i Use data provided by the Plan Sponsor d Nate:Please be sure to include special enrollment parameters Bused,if any, in thiis section. �, CRK to TIAA-CREF plan mia pping 'Info rmation CRK Special Codes CRK Plan CRK Source Le.,Dlv/Su )If Yes 11AA CREF TIAA-CREF wubplian TIAA-CREF Sub1plan Number Coders Specify (Plan Dumber Contract,Type)a Ordering T 10036575001 All N/A '406425 RC1 RS110101 (Nationwide) 301079, All N/A 406,425 RC1 RS1001 1CMA 40 AMOK Div on Locat on Information CRK Location Cache TIAA-CREF Four CSI It Location Code /, O N N/A O 4 A A, Ad'„ A ��,,,,,11 For Institutional Investor Use Only.Not for Use With or Distribution to the Public. Plan Conviersion Document J, Section 2.- Plan Coinvers,ion Information General Enrollment Information f Beneficiary Newly Enrolled P"artlelpanta The participant's beneficiary designation will automatically default to the participant's Estate at the time of enrollment in the new TIAA-CREF Contract-provided however that actual payment of a death benefit to a beneficiary will be made in accordance with the terms of the contract relating to the applicability of federal and state law (including the enforcement of spousal rights under E ISA)and c2 plan rules.Once enrolled,the participant will have the opportunity to update their beneficiary designation. � Existing TKA-C F'Participanta—No change will be made to the beneficiary designation for participants who have an active TIAA-CREF contract and will not be issued a new contract. Deceased Partlicipants "I"IAA-CREF will create accounts,for deceased participants who have an accumulation with a current record keeper(s). ` i -C EF will obtain beneficiary designation information from the current record keeper for any participants who die prier to the asset transfer date and have an a; umulation greater than o with the current record keeper. Participants With a PO Box Address, C/0 Address, or General Delivery Address II Nlk �lJ TIAA-CREF requires,a valid residential,street address to create a participant account. We will work with the current record keeper to determine if there are an participants active or paid-up) rr our plan who have ISO, o Address, 1O �d�dress, �1% p yp p p p � your p or General Delivery Address. If there are,these addresses n continue to be used for mailing purposes but TIAA-CREF gill need a valid residential street address,to complete the enrollment process.we will help,identify these participants and work with you to try to obtain valid residential street addresses, If you do not have a valid residential street J1 i address,we'll work with additional resources to try to obtain a valid residential street address. Valid Soclial Security Numbers TIAA-CREF will create an account only for participants who have a valid Social Security Number.Valid Social Security Numbers begin with all three number sequences with the exception of 000,666,and 900—999. If the current record keeper provides us with an invalid',social Security Number,we will work with the current record keeper and the plan sponsor to try to obtain a valid Social Security Number for the participant. 1 Delayed Vesting Plans MIR If the Plan Sponsor has a delayed vesting plan,TIAA-CREF will try to obtain current vesting information for each plan 10"I participant, oft % Information 2.,4 Participlant Asset Allocation Select Asset allocation Instruction, 1 Fund to Fund Mapping—See Mapping Tables in Section 3 2 0 Default to the Appropriate Age-Based Lifecycle Fund based on each participant's date of Firth See Mapping Table in Section 3 3 Enroll participants early and allow for individual participant contribution,asset allocation elections prior to,the bulk wire date Note:participants who do not make an election will have their contribution asset allocation defaulted to For in tItUtion l Investor Use Only.Not for Use with or Distribution tril uution to the PLIMC. Plan O, l i Section 2: Plan Conversion Information A lF, the appropriate Age-Based I ufec cle Fund based on the participant's date of birth.)--See Mapping Table in Section 3 [ Ilan Sponsor Directed to a Specific Fund—[NAME THE FUND HERE] AMR General Asset Allocation Inforinati or Newly Enrolled Participants,:The participant will be allowed to change their contribution asset allocation as of the date their enrollment is completed. Existing "IAA-CREF'Partioiplanta The participant will be allowed to change their contribution asset allocation at any time. offlk II'lultlple CRK Sources—one TIAA-CREF'Plan 00 WO Does the CRK have multiple money sources mapping to If Yes—continue to the next question a single TIAA-CREF Plan E] No—stop here / Igo the multiple money sources include one source If Yes -stop here rollover sources? No—continue to the nest question JP-1 1 2 Do the multiple money sources allow for a different If Yves—an explanation of how the contribution asset contribution asset allloication? allocation instructions need to be documented)here Use E E Source for Allocations No stop here 2.6 Contribution File Processing The following supplies the date that the current record keeper will process their final contribution list and the date that TIAA-CREF will process their first list. Date Last Remittance Fills scheduled to be processed by current record beeper 04/25/20114 Fiat Remittance File scheduled to,be processed by TIAA-CREF 05/09/2014 tote,if an asset transfer option is selected that allows for transfers to TIAA Traditional,TIAA-CREF cannot process any contribution fines until the blackout period for this initiative ends,. r / �,,�� 0, 0„ For Institutional Investor use Only.Not for Use With or Distribution to the Public. Plan Conversion II 1 Sect 1 Plan Conversion,information Ake 2,.6 Participant Asset Transfer Information Investment Option Movement Method from current record keeper per to TIAA-CREF Aft� Liquidation of current investment options and purchase of new investment options Re-registration of current investment options,with TIAA-CREF Combination of'a Liquidation and purchase and lie- e gistration Select Participant,level Asset Transfer Method, r �1 Fund to Fund dapping_see dote i below,and applin Tables In Section 3 ,11 2 Fund l to Fund Mapping,that includes at least one current record Deeper fund that is beings mapped,to the Appropriate Age-Based Lif�eo olle Fund -see tote 1 below and Mapping Table in Section 3 � Note*Mapping to the appropriate age-based Lifec cle Fund is done through a two-step mapping process. See dote 2 below on the Two-step process. 3 Two-step Process::Apply to the CREF MMA or a T-C Money Market Mutual Fund(identify the investment option and then transfer to the appropriate age-based Lifecycle Fund--see Mote 2 below and Mapping Table in Section 3 for the appropriate lif cycle fund table Two-step Process:Apply"to the CR,EF MMA or a T'-C Money Market Mutual Fund(Identify the investment option) 1� Transfer funds based on the participant's contribution asset allocation selection on Insert late]or to the appropriate default fund for participant,"s,who don't make a valid selection by[Insert ate]–see Note 2 below and Mapping Table In Section 3 for the appropriate litecyrcle fund table. 5 E' Apply to Specific(Fund(identify the investment optiions . Motes AIIRPIIl 1 Funds moved)through Fund to Fund Mapping are snapped as follows-, once the plan account proceeds are received by TIAA from a current record keeper,they will be applied as of 4 p.m. ET on the data of receipt in acco rdance with the Aft Mapping Tables in Section 3 as you have directed. s a result of the Fund to Fund process,participant Fps y p spent a cants wiil!l not share in the investment experience of the funds being snapped to in accordance with the Mapping Tables in 1 ,Section 3 for one business day. 2 Funds moved through the Two-step Process are snapped as follows: Stop ICI Once the plan account proceeds are,received by TIAA from a current record keeper,they will be applied)as of 4 p.m. ET on the date,of receipt either to the CREF Money Market Account or a moneys market mutual fund as you � have directed. Upon receipt of participant level data from a current record keeper,the data will be fully reconciled to the proceeds received.When reconciliation is completed,the participant level instructions will be determined to be in good) order and the asset transfer process will proceedto Step 2, ;ftl Stops The plan account proceeds in the CR p'honey Market Account or money market mutual fund will be liquidated �. and then mapped at the participant level in accordance with each participant's individual contribution asset allocation instructions or to the appropriate Lifecyrcl'e Fund l ased on the participant's date of birth (depending on the option )l selected above).Any plan earnings on the proceeds from the CREF More Market Account or money market mutual fund from the initial trade date through the date Step 2 is complleted will be allocated to each participant's account in a. proportionate manner. As a result of this Two-step Process,'participant accounts will be invested in the CREF)Money,Market,Account or a J money market fund for a period during which participant accounts will not share in the investment experience of either the fund's they selected as part of their contribution asset allocation instructions or the appropriate age-based Lifbcycle Fund. Participants will receive two confirrm cation statements from TIAA-CREF—the first for the transfer of proceeds to, ff. the money market vehicle and the second for the transfer from the money market vehiclle to the participant's new investment options. For rnstituti wnai investor use only.,Not for Use With or Diis,trir uti, n to the Public. P'lan Convers,i,on Document 1 114 i Al Section, 2: Plan Conversion,Information, Potential Fees, Are there any tees that the CRK will deduct from the Yes plan assts? �I No Explain Fee Type Short-Term Trading Redemption Fee ICMA Fidelity f,,,,l N Diversified Int"l fund) El Back-end Surrender Charges [� TIAA-CREF paying for Data File fflk Other—M A for Nationwide, currently$0.00 If there are fees, please explain how the deduction will TIAA-CREF is paying the fee deducted from wire be handled. (wire is shorted) TIAA-CREF is paying fee dlirently to the CRIB a (wire equals data file) El Plan Sponsor is paying tee directly(wire equals data file) E] Other Please Explain � 1 Note: If fees are involved,a separate set of participant level transactions is required for the fee amount to be applied to , participant,accounts. Plan Money Types —Source,Mapping Flan Money Types are the money sources that will be mapped from the current record keeper to TIAA-CREF. I CRK Plan III or Name 'CRK Haney Source CRK Source Code TIAA Plan Number InAA,Money Source "rIAA-Sourco Code . u1fwl 0010 11 003657fir (Nationwide) Salary +eduction N/ 406425 Employee Pre-Tax E m _ 00365 '5001 (Nationwide)!wide Rollover(Pre-Tax) NIA Rol:lover 365751 Rollover 5 " ` hlr 46425 �l�el�lo�rer (Nationwide) e 1 ROLL asset Transfer a 301079(ICI" ► ' COMMINGLED P 4 642'5 ssttTra PRE-TAX 301079 ICM, PORTABILITY R 406425 Rollover PRETAX 301079(ICI ) CONTRIBUTORY 1 �' �4�,� Employee Pre-Tax E ROLL PURE PRE- 3 1079(ICMA) TAX 406,425 Rollover 9 ,. For Institutional investor Use Only.Not for Use With or Distribution to the Public. Plan Conversion y Syr; Section Infbrrnafion 21 Self-Directed �B,rokerage Account "Nlk Is Self-Directed Brokerage Dome' available through the urr nt record Yes 1 rs ? �; 2.8, Plarticiplant Loan Informlatilon Will TIAA-CREF Takeover Loans for this Plan? Yes l u hh What type of loans is currently used? Participant Style Loans Collateralized ze Loans How are loan repayments made? Ell a Payroll Deduction C"H Debit [:]� Personal Check. What is the current I pay roll deduction frequency? Bi-Weekly M Monthly Other(specify) 1 Should TIAA-CREF RE load information regarding default ll s Yes El N 2.9 Participant Year to Date and Inception to Date, Information Which of'the fc llowiIng '�ataa elements will you require TI to,takeover from the current record hers assuming said information is available? Pl aye check all that i ly Year-to-Date Employee Contribution Information(required for 102(gI)&415 Testing) Year-to-Date Employer Contribution Info ation(required for 415 Testing) y�r l i T Year-to-Date m 10 Catch-up Contribution,Information(required� r 2 December 31, 19,186 accumulations, 403 i barns only for minimum distribution cal ulaatlurus 1 December 31,E 2013 accumulations(for required l in i m istrl ution:calculations) Hardship Withdrawal Information E] Employee Contributions Taxed by the State(required for tax calculations,of distributions,) Employee Pre-87 After-Tax Contributions (required for tax calculations of distributi as) )' Employee Post-86 After-Tax Contributions required for tax call ulations of distributions) Roth Contribution ution I for ationa rule the total amount of Roth contributions and the at each participant made their first Roth Contribution Imo,,, Other Please Specify J/1"k, Aft For Institutional investor Use Only.Not for Use with°i or IDistribUt on to aie I Ubli . Plan Conversion Secti�on 2: Plan Conversion 11 PON RecurringII Does the current record keeper administer recurring payments for this Plan? Yes No A What type(s)of recurring payments? Systematic Cash Required Minimum Distribution A Installments Note:T11 CR F cannot takeover recurring participant payment streams from the current record ee eir s .We will identify those participants who,are currently�re i i � recurring payments� send them the � t�e� ne e to initiate receiving,payments from TIAA-CREF once the blackout period has ded. 1 1 r, J,.' // ), A r,v, a P 1° � y 4,,, 140 For llristltutional Investor use Only.Not for Use With or aistribUtion to the PUblii . Pl 17 0 P 11 RI, All"11 I f 44%p y�J, Section 3. A%) Fund Map�ping Information "r. rt , A,.,,�� For Institutional'Investor Use Only.Not for Use With or Distribution to,the Public. I Plan Conversion Dmument 18 JO Secflon 3.- Fund Mapping Information y All q Section3lb Fund Mapping Information Fund n� I the 'und to,F Fund Mau ing Option is selected please complete a the�°FROM�ands PTO,"sections below. Note.G Is 141", } information is used to set up the contribution Basset allocation it str coons for future plan pa ici ant contributions and for the transfer of assets. folk FROM Owl Current fund lineup New fund lineup , Investment Name Ticker, PIRK Fund ID Investment Warne Ticker American Century Growth American, 'tends New 1� Fund Economy R4 American Century Value tend �T VL N 9 � I°w r�Tai l ld ndl DDFIX R5%'',F, Brown Capital Management Goldman Saco "mall Ca small Company Investor BCSIX NWV093 SSIIX Clue Dreyfus rcla�tn Fundf GAGA NWV076 Vanguard 500 Index Admiral VFIAX ,1 Inc Fidelity Advisor Technology T N/A 4725 American Far s New RNG X Economy R4 American Funds New Fidelity Contra fund FCN X WV 33 RNGEX ^07 , Economy R4 A, Fixed Assets N/A NPIG002 Wells Fargo Stable Value WFSC# Galliard Stable Value Fund N/A " Wells Fargo Stable Value F�S 04 Invesco,Diversified Dividend Invescol Diversified Dividend �� 4884 A R5 Invesco Growth and Income ACGIX ill I Invesico Diversified Dividend l Fund- Class f, ln, esco l aate'rnationa'I Growth AIEVX NWV017 Harbor International Fund-Class,R5 Administrative Janus Forty S Ni/A 4942 American Funds New RNGEX Ph' Economy u Fir Institutional Investor Use Orly.Not for Use With or Distribution to the PUbliC. Plan Conversion Document N ' V J kk' 31) 11% �1 IN JP r an Mid Cap Value � U'MBMX y S Emerging Markets DFA Emerging Markets Small a „ Equity 5071 cap I IVIFS Utilities,R51 N/A 50,87 Invesco,Diversified Dividend FII N, to � Vanguard Total Bond Market Natioinwldle'Woad Index,Fund G IAX N'WV096 Irld �� V��" X �1 Y f r s Nationwide, ation 21015 Fund Institutional Sarni I ESX N TIAA-CREF I�l ���1 2015, TCNIX Class linstl Nationwide Destination 202,0 TIAA-CREF '�.aut�� �ll�� ��� Fund-Institutional Service N FSX G T C IX �, I Class r�tl Nationwide Iuestlrtlr ry - I= Lifecycle Fund-Institutional Service IHSX NWVOG2 lir� �I TCYIX Class, �t ,� J,, Aft Nationwide Destination 203 TIAA-CREF L,iitecy le 3 Fun Institutional Service I r O TC,RIX Class Instl , Nationwide Destination 20,35 4 TIAA-CREF LItecle 2035 A ID Fund Institutional Service NWLSX N'WVOlG4 ""C1IX Class InstI' Nationwide Destination 2040 fund-Institutional Service N,WMS,X I NWVOG5 TIAA-CREF Li tec cIe� TCOIX Class Instl Nationwide estination 204 Fund-Insbtutl naal Service Ili I' _ REF L�lit c cle 2045, TT FIX CI�a linstl ) Nationwide Destination 2050 �,. TIAA-CREF�It�� �I� � Funidi-Institutional Service I 7 Instl � T TI � Class Nationwide Destination 20155 Fund Institutional Service TD TIAA-CREF L_ifecycle 2055 TT I Class, IInst! Cl s For Institutional Investor Use Only.Not for Use With or Distribution to the Public. Pl ion y �� Iyc; Ij/..; s N, 1/ R Section 1, Fund Mapping Infortnafion Nationwide Fund-Institutional IM' UMFX NWV002 Vanguard��� Index nd �Admiral�l FI Service Class t Nationwide Growth Fund American Funds New Institutional Service alas► NGISX NWVOL2 Economy RNGEX Nationwide International TIAA-CREF International E �Ll I' �� q TCIIEX Index Fund Idx Institutional P4 Nationwide International � z Harbor International Value Fund-Institutional ICI' SX NWVOG9 HRINX Service Class Administrative Nationwide Large Cap Growth American Funds New N/A IFS" I�I' GE. ,r Portfolio Economy R4 Nationwide Mid Cap,Market III �A Index Fund NWV 97 ;Vanguard Mid Cap Index Adrn VI MA . Nationwide Money Market MIFXX NWV006 Wells Fargo Stable Value ua WFSC y Fund Nationwide��F Investor TIAA-CREF Money Market Nationwide Destinations� r�ssi�ra Fund Mutual Fund-Inst for Two T IXX 00 W, Step to TIFF) Nationwide id M IF Investor -rI -CM FF Money Market Destinations Conservative N� CS,X NWV0132 Mutual Fund Inst(tor Two T IXX Fund Step t ,TIFF) Nationwide I" M" F Investor TIAA-CREF Money Market Stara NHS M�PMX I OBE Mutual al Frond-Inst(for �0 TCIXX Destinations Moderate Fund Stop to TD F) Nationwide ide I" MF Investor TIAA-CREF Money Market Destinations,ns Moderately NDMSX NWVOA9 Mutual Fund-Inst for Two TCI, X Ag ress i s Fund Stern to TD F) Nationwide NI" F Investor TIAA-CREF Money Market p 4 Destinations Moderately NSDCX NWV0131 Mutual l Fund Inst(tor Two TCI X Conservative Fund Step to TIFF) PIP P I' atiunwida Retirement Income Fund-Institutional I`WSR X I`�WVO,G8 TIAA-CREF-d F M�itu�y�M Retire TL IX r Service Class Inc I nstl Pik w 'nationwide S&P 51010 Index RISX NWV081 Vanguard 500 Index Admiral VFIAX y i For Institutional Investor Use ?nly.Not for Use With or Distribution to the Public. Plan "1 Section,3,: Fu�nd Mapping�Information Fund X111 Nationwide Small Cap Index Vanguard Small Cap Index �� MRAX NWV09 du Fund k Nationwide,Small Company Goldman Sachs Small trap Growth Fund I Institutional NWSIX f NWVOL3 GSSIIX Value Instl Service Class 1 Nationwide US Small Cap Geld an Sachs Small Cap �' I r Value Fund-Institutional N'USX N olio Value Instl Service glass f Nationwide Variable l Insurance Trust:N'ationwid'e Goldman Sachs Srnalll Cap GSS Multi-Manager N "IT Small N N Value Instl Compaun Neuberger Berman Equity" American Funds New �,f Fu nnda R -Socially NBSRX NWV0C1 RNGEX Responsive Fund Economy R Goldman�a��a Small dap Neuberger Berman Equity N G Trust an+a$ia Fu'r id N o Valluo Ilnstl! � �I J F. 1 ppen eimer Global Fund PP o American Funds�I II�LLCAP RSILE World Metropolitan"''meat Total y PTA I �TI,PIIC Total Return Fund Return fond l - _ 41 _ . mericaun Funds New Putnam Global Healthcare A N 5215 Economly R4 RNIGEX Putnam Global Natural American Funds,SMALLCAP �J l� ao�uroos N, ��1 World F��LE T. Rowe,Prime Growth,Fund Tl�,� X Nt�oC5 'American Funds N'a�^E I�NGE u�oru u�rn �Ft The Growth Fund of America American Funds New�� E� �� Economy R , I�N�E� , The Income Fund of America TIAA-CREF EF ono arl��et R4 I IDEX NWVOD7 Mutual Fund-Inst(tor Two TCll; `top to TD F) uuu�j For institutional Investor Use Daly.Not for use;With or a i tri a ion to the Public, Plan l J /, y Section 3: Fund Mapping Informatiion AEI J VantageTrust Cash Management Fargo e Value WFSC amts Trust PLUS Fund I" /A 70171 Wells Forgo Stable Value W 'S In escn Diversified Dividend Ili�n� NF "�lu N/ "�1 � l [�Fl�; New rl Calvert Equity Portfolio N/A 749 rn�r�� n Fu nd RNGEX. Economy R American Funds New VT Fidelity Contra and N/A 7733 na rn I NGEX 'l/""T Fidel'ity Diversified N/A ?��� Harbor International Internation of Administrative HICINX TIAA-CREF Money Market VT Fidelity Puritan N/A 7724 Mutual Fund Inst(for Two "TCIXX Step to�f QF`) 0011 VT Goldman Sachs Mid Cap N/ 7"l ;scut lllid NlM Value Harbor International VT Farber International N/A 7842 Administrative HRI IX VT Invesco Diversified Invesco,Diversified Dliv,idend Dividend N/A 903 � IIFI�; VT Nuveein Real Estate Secs N/A 8112 DFA Real,Estate Securities l, DFR,EX IM VT Oppenheimer Main street N/A 8131 Vanguard 500 Index Admiral /FI X VT P,IMCO High Yield N/ ► 1 6 Blao4��o k High Yield nnd�� H IX Instl Metropolitan West Total VT PI,lCO Total,Return, N/A '� �� i l Return a�rrd I VT Retirement Income N/A 8077 '"fella Faro Stable Value WFSC Advantage VT T Rowe Price Growth American Funds New � Stock Economy I4 RNGEX )fir, "Pi For 11I tituti nal investor Use Only.Not for Use with or Distribution,to the,Public. Plan Conversion Document Aft Seetion 31: Fund Mapping Infonnation ,/ VT T Rowe Prlce Small Cap Goldman Sachs Small Cap III �� ��wll i Istll ���I Value e " VT'TimesSquare Mid Ca 7463 Scout Mid Coup ' UMBMX Growth Premier VT Vnta Ie lr�t 500 Index g N/A 0067 Vanguard 500 Index,Admiral VFIAX Stock Index 11 TIAA-CREF Money Market Vantagepoint Aggressive N/A 0026 Mutual Fund-lu st(For Two CIXX Opportunities Step to TDF) VT y' j Vantage n't Brow N/A ",00,80 Vanguard 500 Index Adm VFIAX Market Index t �kb, V V'anta,gepoi,nt Core Bond � � Vanguard Total Bond Market VBTL Index III Index AAdmi 1 C _ VT Goldman Sachs rruuall Cap SIX Vantagepoint Discovery N/A 0023 Value ll stll 11 )A; VT'Vantagepoint Equity Invesco Diversified uvu e dl Income 01025 DFI /t American ands New T V nt irt Growth A 002 RNGEX Economy V''Vantagepo nt Growth and A In �r N/A Vanguard 500 Index Admiral " I ANSI J VT Protection Securities ' Index Adm Varutau lint Inflation I � Vanguard Total Bond Market V T . Harbor International VT Vantagep ln�t International N O IO �5 Administrative HIPI X VT Vantagepoint Mid/Small , �A '0068 Vanguard MiId Cap,Index Adm VIMAX Index VT Vantagepoint Milestone �! � �" Tl - EI l�lt cycl 2010 TCTI! 2010 I nstl VT Vantagepoint Milestone 0258 TI E 'Lint c cle 2015 A For Institutional Investor Use OnilIy.c lot for Use With or Distribution to the Public Plan Conversion P/0- Opk Section 3: Fund Mapping Information VT Vantagepoint Milestone, N/A 025�9 TI:IAA-CREF Lifecycle 20�20 TCWIX 2020 Instl VT Vantagepoint Milestone N/A 0260 TIAA-CREF Lifecycle 2025 TCYIX 2025, Instl APM VT Vantagepoint Milestone! N/A 0261 TIAA-CREF Lifecycle 2030 TCRIIX 2030, Instl VT Vantagepoint Milestone TIAA-CREF Lifecycle,2,035 N/A 0262 'TCIIIX 2035 Instl VT Vantagepoint Milestone TIAA-CREF Lifecycle 2040 N/A 0 26�3 TCOIX 2040 Instl �Al . VT Vantageploint Milestone N/A 26 TIAA-CREF Lifecycle 2�045 014 TTFIX 2045 Instl VT Vaintagepoiint Milestone N/ TIAA-CREF Lifecycle 2050 A FT X 2050 Instl T I TIAA-CREF Money Market 'VT Vantagepoint M'IP;All:Eq N/A Mutual Fund-Inst(for Two 'TCI,XX Growth "tap t+ TIFF) Irk, TIAA-CREF Money Market OPP, VT'Vantagepoint MP N/A 0252 Mutual Fund Inst(for Two TCIXX Conservative Growth Step to T'DF) TIAA-CREF Money Market VT Vantagepoint MP Long N/A 0254 Mutual Fulndl Inst(for Two TCIXX Term Growth I Step to TDF) IMP, VT Vantage�point MP Trad TIAA-CREF Money Market N/A 0253 Mutual Fund-Inst(for Two TCIXX Growth Step to TDF) VT Vantagepoint MS TIAA-CREF m Lifecycle,Retire A 0 Retirement In N/ 250 TLRIX come Inc Instl Owl, VT Vanta�g�epo�int Overseas TIAA-CREF International Eq N/A 0066 TIEX Equity index 11 Idx Institutional VT Vantaigepoi,nit Select Value N/A 0022 S,cou�t Mid Cap UlVIB,MX VVYHIX NWVOB8 BHYIX Waddell and Reed Advisors BlackRock High Yield Bond PON, 01%, For Institutional IInve storUse O:n,lly.Not for Use With or Distribution to the Public. Plan Conversilon Document 26 P,, 010%, Jew �rry j, Section l Information High Income Bond Fund Instl �1 Wells Fargo Discovery Fund ,/Fly X N OK3 Scout Mid Cap UMBMX drain Cl Lifoo +ale Mappw ng Table This table reflects the date of birth ranges that will be used for fund ma;pping instructions that involve mapping to a lifeo ote fund , hl Fund Nam Date of Birth Range TIAA-CREF EF Lifoo ole 2010 Instl Prue-12/31/1948 TIAA-CREF L foe °ol0 2015 Instl 01/01/1949­12/31/1953 TIAA-CREF Lifeo ol0 2,020 Instl 01/01/1,954-12,/31/1958 TIAA-CREF Lifoo ol+e 2025 Instl 01/01/19159-1':2/31/1963 y, T'II -CREF Lifdo ole 2030 Instl 01/01/1964-12/31/1968 TIIAA-CREF Lifoo ol0 20135 Instl 01/01/1969-12/31/1973 TI -C EF Lifoo olae 2040 Intl 01/01/1 412/31/197"8 �f TIAA-CREF'Lifooyol0 2045 Instl 01/01/1979-12/31/1983 TIAA-CREF Lifooyol0 2050 Instl 01/011/1984-12/311/'1988 J Tl CR F Liifeo ol0 2055 Instl 01/01/1989-12/31/20919 Mailing 31.2 Foreign The transfer of existing assets for foreign mailing address participants follows the summa Fund to Fund Mapping Plan noted in Section 3.1 Asset allocation mapping for foreign residence address participants can only include mapping instructions to the TIAA- CREF annuity funds available on your plan(s). This information is ulsodl to set LIP the contribution ascot allocation instructions for future contributions only. If the fund to fund mapping option its selected,pilease complete the"'FROM"and"TO"sections below. ) F O To Current fund lineup ow fund lineup �1 Investment Narno Ticker Annuity Name Ticker 3.3 Asset Allocation and Transfer of Assets Default in the event: ofth 1 no gusset allocation is available from the current record keeper's data file or the asset allocation doesn't equal 100% 2 a participant has gussets that are not allocated to a specific fund on the current record keeper's data file or TIAA-CREF For Institutional Investor Use Only.Not for Use With or Distribution to the Public.c. l v ion Diocu t OPP Section 3: Fund Mapping InforrnatliM cannot,determine to which fund assets are allocated The following in f und�s will used as a default,to map the asset allocation and/or assets to TIAA-CREF Note The default asset allocation Instruction for foreign mailing address participants Is always 100%to C1 EF'Morey Market,If available In the plan,or to a designated TIAA-CREF Annuity if the CREF Money Market is not available),-, OW Investment Nerve Ticker Allocation Percentage � a TIAA-CREF Lifecycle Fund Instl Varies 1 00% uoil low WN u � For Institutional Nnvest r use Only.,Nof for Use With or Distribution to the PLIbli . Pl n o"n,Document 27 A"I t"', 1 111% �1 JJ AOWr 1 Section 4. Plan Sponsor, Acknowledgment A%! i For Institutional Investor use Oinly.Not for Use With or Dis tribution to the Public. Plan Conversion D m n t 28 A 0/1 5 Section 4: Plan Sponsor Acknowledgement I I s1, Section 4.: Plan Spon,sor Acknowledgment The Plan Sponsor confirms that the information provided in Sections 1, 2 and 31 herein i's accurate and complete, and dlirect TlAA-CREF to,perform, ser i es In accordance,with this Plan Conversion Document. A Mama of Plan Sponsor- City of Fort Worths By. ,Susan,Alanis,Assistant Cite Manager 00O Signature, '' 41 pll/ Date:- )I r cjtu-F 5 Fi f F ry R Owl 0 0 ;, , t For Institutional Investor Use only,Not for Use With or Distribution to[he Public. Plan Conversion Document 29 A1% ) 9 f J is Alto Unaamocref.org TIAA-CREF Individual&Institutional Services,LLC,and Teachers Personal Investors Services,Inc.,members FINRA,distribute securities products. Annuity contracts and certificates,are issued by Teachers Insurance and Annuity Association TI and College Retirement Equities Fund C,REF'),New York,NY. 02�.7r 013 Teachers Insurance end Annuity Association-College Retirement I uities Fund TI -CREF .730 Third Avenue,New York, DIY 110017. 151124 263101 (06/13) P Last updated opt Change ��� �� Only Selected Funds ,,,„ octoler 1 nth, LCT R1111 Institutional Se and s n ctimen 0 LECity of o r t Worth City of Fort Worth 457 Deferred Compensation Thie City_ of Fort Worth 457 Deferred Compensation Plan (the"Flan")has been established by the City of Fort Worth the plan sponsor and plan administrator("Employer"). �0, Emiplo rer provides the informat�lon set forth below iln order to wss�st Teachers Insurance and Annult r�Association of r erica ��Tl ; ,")in the performance�ance�of services thai�t It will be�provid'lr��pursuant to certain se��ice agrees rent s with the Employer. All Required Fields must be filled out! PLAN PROFILE 09 Plan, ify afFott Inferred; Compeosatlor Plan waimmWom Plan T p 10-45 "(h)Public F"re-, ssigned Plan Number if applicable 4,00425 C111eilit Name*Gity of Fort Worth oft- Employer Name, It FC, of Fort Worth 41 ,,, N �� T*';�1 oo 0 Th rockm:orton Street Sponsor o r� r add mess 2 WIN NIPPON 11,11 �J p Plan Sponsor k IN il JOIN TX-Texas 7���N 761020000 WIN P an Administrator(Employer or, r Font Worth State,* � U�'� Code,' uo�� Other Name)*I'City of Fort Worth FOR SIEBE,L PURPOSES ONLY PLAN ADMINISTRATOR CONTACT INFORMATION EKAd'dress Is Same as Plan Sponsor address A 1 000 Th ro ck rt ry n Street Add r IU W'iwmwrvn � #MMITMMWqiKF�wY.M�YMA ........ ,. Address 2 Address 3 took Fort Worth �, , v� T� Tlexa� � ;76110120101010 , ��� 'l,, Phone Nuimhe +1 ( 17)392-7787 Fax Numbed +1 1 392_2624 Emai rwa.Gray @fortworthtexas.go reemp � r t Plan City of Fort Worth 457(b pted at t he �I �_ ui le el� o Awk '- _1 N Federal 1"',ax IWEIWL175-60005 "A"111k St abject to ERISA Reporting&Disclosure l rements,(For 5500R, Is 9� "Spousal Waiver plain i es ERISA OR No RISA Plan Voluntary Compliance i will IN No AO� to'll"WRAT PLAN EFFECTIVE DATE INFORMATION �1 Plan Effective Dat 03/01/19!2 Restated Plane.Yes, Restated fat � 15 /2014 4 S , wrt Plan w II ' dear. �t Begin Plan Year I E 1X31 lrstitution's Fiscal Year End MMDD 1 11 01 OPINION ft Additional Plan,Year Rule P uw a Discontinued Plan. No l I 29 Government Entity Executive Deferred Compensation Arral a r No 'Type " plan document" TIAA C E SPecI en document Proxy Voting, Participant or Participant's Beneficiary O, �f REPORTS/ADMINISTRATION Benefits Payment Packages ist ibut on Parma)mailed Employee Contract Packages s maile t m l yee NOW I.................Tax Statements tints mailed to Mailed to Participant Quarterly Statements mailed)toll Employee Plan Pules Display Special Text Pules Awk If RL Loans are selected,the X3 fund is reliquired. W'h,at types of l ans are aIlawedi. nt loans are a,I loweld Employer approval required.,, No a lu� r Loa Illa°w�+ �d a Nntr+�st Pats Type i Interest Pats ��� Employer Restriction an Minimum Loan Amount 110010 Employer Restriction an Maximum Loan Amourit Are loans available to terminated employ , No Plain Rules Display lay S eciia'l hex Rules � ENROLLMENT , Ill nid ln order to establish c rt select ARMOR/ whwyoww ., Contract Description Pnroli' nt Contributions Allowed? llNloe�d Loans, llo�� '. I Olt, Dellete Retirement Choice Contracts Line o i Are Eligible,Employees limited to a select group of senior management ement car highly-compensated employees("'Top Hate Group' No Define the Employee Class: ex.President,Employees earning over$,250 ,etc) field will expand to fit your content All Employees of the Employer anther than the following Excluded Employees:Leased Employees,Seasonal Employees,Temporary Employees,Independent Contractors Include Trustees as Eligible Employees. No l i Plan � an Mules Display Special Text Rules �> CONTRIBUTIONS PLAN RULES' Source Contributions Allowed? Can this source fund'a loan? E Employee Pre-Tax Yes Part leans are allowed Jill 1 , 2-ROTH Yes i part loans are allowed NINE Rollover Yes D'art lawns are allowed r Y Roth Roll, Yep paw oans,are all we Same As Source: E EMPLOYEE ELECTIVE DEFERRALS-If additional input its needed based one your selection,an additional field will appaeaurl. Maximum ( Maximum amount equal to-,.--., C Not llowed ire�rll� er� �n and cut f the plan accepted.� Yes. � �.��.,�!�� n � . � ���, � .: �, .� ti.,, AMR*, Plea Type Rollover accepted from Plan TYpe7 IM 43 Yes 1,, 4 3( 7 Yves r,,,,.: 4,,,. , 1 a Yes 403 a Yes 4011 Yes 44, ,. 40101 Afth 1011111, 11" AM% 4,57(b) Yes, 408 Yes ADMINISTRATION ...........- Remittance T FT''P and File Exchange PaymentTyp EFT Will EFT be used to fund contributions 'Yes ........... Please fill ow the Banking Ifliformation section In the Intletnal Use Ontly sec,tion towards the bottiom of this form. Frequency of"Payroll for ER contributionna Moclena—­-- BANKING INFORMATION 1 Address indicator Bank N' am Aft mwammowl Addres,stine 1 Address Line I 1mlllllllllllllll NOW I I I 11111mm- ............. Address Line 3' Cit Statej Zip Cold y . ..... Aouting ber Ac ount Numble Account Typ AN% EFTT Prenotle Flag Eff Date to, p A Not EffDate H4 :01LIV171111 1 0110M '"16 Definition of Compensation(Section 1.4) Compensation is defined as W2 wages. Yes Does compensation include sick pay,vac ation pay or other leave pa,y� 'Yes AIR Yes Does compm, Commients/Exclusions: CALCULATION LIMITS, -------------- Age 50 C,atc h-Up,allowed. Yes Does Plan Sponsor allow the 457(b)3-Year catch-uIp. es A Ob ............................. Plan,Rules Display Special Text Ruilies 3 year catch,up,is mallnualty tracked TR,ANSiFE:RS INTERNAL TRANSFERS: Aft/k Administrator Control,of allocation changes&it tr,ai-fu,nd asset transfers[N:ol Now Plan tulles Display Special Text Rule EXTERNAL TRANSFERS, A re trans`er allc ed to approved ed alternate carriers NoD Alternate carrier employer approval re ,wired Select the plan's Alternate Carriers below. To add an additional Alternate Carrier,click"Add Line". Type the name of any 111 t erJill Alternate Carriers below if applicable). d If there is more than one,click"Add Line" or each. I Alk Plan Rules,Display Special Text Rules 00100—k PLAN TO PLAN'TRANSFERS ON Can Direct Transfers be made to the Plan from another Eligible Deferred Compensation Plan.I Yes 1,,, Can Direct Transfers be made from the Plan to another Eligible Deferred Compensation Plan. Commilents/Spleci�al Instructions i�cto�ns plh WITH�DiRAWAL,S/D!S'TRI'SUTIO,N'�S 001%, AGE AND/OR IN,-SERVICE WITHDRAWALS Age and " r ln-Service With rawais Aliluwed=No Plain Rules Display Special Te xt Rules ''Small Balance In-Service Distributions.Subject to the terns of the Investment Options and,if elected in the Adoption Agreement,a Participant may elect to r eceire a n i.n_���i e distribution of the Pairti�ci ant's benefit under the Plan i ' he following re ,u it enents are m et: (a)Excluding,rollover contributions,held in a separate account,the total amount of the "articipaint's benefit under the Plan does not exceed$5,000(or the dollar limit under Section 411(a)(1 1)of the Code), (b)'The,Participant has not previously received a distribution under this provision of the Plan,and c Igo amounts have been deferred under the Plan with respect to the Participant during,the two(2)-year period ending on the date of 'thee in-servr'ice distribution. HARDSHIP/UNFORESEEABLE EMERGENCY THDR AL ,h o , Are Hardship Withdrawals allowed.CNo 1„ Arse Unforeseeable Emergency Withdrawals,allowed? Al,, lUnforeseleable Emergency Withdrarals are,allowed and determination is made by TIAA-CREF Affilk DISABILITYWITHDRAWALS /4„ ,,% Aft Are Disability In-service Withdrawals allowed?, N y Plan Rules Display Special Text Rules OTHER DISTRIBUTIONS RULES Transfers rs to Purchase Service Credit allowed. Yes ER approval required for Purchase Services Credits trans ers,' Yes, ................... 1 1 D eg°thy l�u w restrict transfers o purchasing service credits to receiving alternate carriers. N �� "Olk 51 In-Service Withdrawals,dear ►als Allowed.red.Cu` Are Rollover-�In� u�rce s available anytime., 'es W000" oligillilillillill�illillillil I IN MOM Does the . gin require,notifying employees that taking a distribution may ut their disability a ents at risl., N Does the plan delay the processing of distributions sup that trailing contributions may ostFN�o lar Rules Display Special Text Rules p LUMP S CS, Lump Sum distributions allowed Yes ER ap royal required for L,ump Surn distributions.Termination date Transfer a ut Annuity(TPA)to,Cash distributions allows �) Forced Distributions allowed after term inati n?Yes � Plan Rules Display Special Text Rules iiiill""'0100 im 0 Normal Retirement Age=the age designated by the Participant shall be no earlier than age 65 or the age at which the ar ici ants l a IREIVIENT/RECURRING PAYMENT Does the plan all ,w the following distributions? Amftho Lifetime Income No, Fixed Period 2 30 years); loo Minimum Distribution u.rtio tin CEO),:No In-Service l l O withdraw als. Ni What is t normal retirement age?Example:65.E ) SPECIAL EXECUTIVE,COMPENSATION RULES l MORE EXECUTIVE COMPENSATION*,, All' 457 plan subject to,short-term deferral,arrawr ement l l Cues the plan recognize QDR1O provision won Does the pla ru rea uire the origiruaI em p la lyee to be terminated before the Alternate Payee(QDRO recip,ie 0 tale a dIstril utlonCNo is the alternate payee 1 recipients)required to lla w the plan's in service withdrawal pirovislionsANol Does tike,plan consider alternate payees(QDRO recipients)terminated for the� urpose distribution, rocessin . Yes � Does the lan Follow the cash after se aration rules for alternate payees(QDRO recipients) N Do distributions to alternate payees RO recipients):require plan sponsor ap rn al.'�No, �� 1 . Al. Do distributions to alternate payees QD RO recipients)who are also plan participants require plan sponsor a ro ralllNo Is a blanket consent form or approval via phone required for all distributions or withdrawals received through ugl DRO. No Is the plan sponsor required to confirm the alternate payee s Q PO relclpiient"'' ,wrested balance prior to payout. No What type of distribution is available to beneflclar Lump Sum Ow, Number of days,a beneficiary has to elect their distribution option: P' Are independent contractors eligible to participate w'No o Are benefits paid as wages W2)or pension income(1099R).i Page benefits as pension income 11 ggR Plan Rules,Display Special "ext,ftles SURVIVOR BE,NEFI�TS Information J TIAA-CREF Si n le Sun Death Benefit distributions aliloved. es Beneficiary alntained b WON ^0 E rao 6 r rlred for Single um Death enefit.l p '� Benefit., Termination date on file is FP Approval 111' POOP o eneficla Changes require Employer Approvall e, Plea Rules DIsplay Special Next Rules VESTING/lENTITLEMENT V�h a 1 o�nershi vestin bested �l�at date did" estin Service start f+�r this plan �f s tl coirrtra t p " g g p I n"Ru les 'ls, liay Special Text Rules l j <.M R SPECIAL TOPICS E Employer A pp oal for Qualified Domestic Relations Order � special Spousal Benefitsules N' mployer'Veri cation and Approval required for Q PO Calculation of Contract Split l l INVESTIOENTS/ALLOCATIONS Default allocation me Age-based�►lloc,atior Individual Web Center allocation changes allowed� es 1 method ; fers ed) Advice Guidance Individual We" b Center transfers allowed.i es. Old 1,11 k", BROKERAGE ®r , Is a Self IDirected Brokerage Account to be m ad ava i I a,b le Yes A """swrww.."'w"' errYr�yw�rr ''ft i imum Investment-Initl 1.00 Muilnimi r Investment-Additional 1.00 wall Maximum S A Percentage I Ie se enter 100%as 1.00,50 as 0.5 etc)�I1. I Phan,Ruille r Display Special Text Rules All" k n� INVESTMENT TIA ,Traditional are "or TIAA Real Estate Account and/or CI, FF Annuities nuities E] IAA Stable Value nin uity) NON:This cannot be utilized alongside �J TIAA Access annuities IAA-CLEF Mutual Funds, � the Ocker of I Ehter i mW AWN, A fVii,- Tlicker ii '.. u° either clicking I. I... I. J pressing i TAB button,on' : To add additional rows for�more ticlwrs,click the"''Add Fund"' r OWPOWAMPM i %. Ticker Fund N,ame CUSIP r T TIAA-CREF Lifecycle Retirement Income Fund Instl Class Delete Fund TIAA-CREF Lifec cle 201 Fared-Institutional Class 631 5662 Jl l 11I�u q u TCNIX T'I A-C EF LI' c clle 2015 Fund-Institutional Class � 863 1 5654 Delete Fun l l � ������� �TCWIX TIAA-CREF'Lifecycle 2 Fund-Institutional ti nal Clas , Delete bt l II I TI"�I� 863155�, Delete C "� � ��C i ON 001010 100,"W-I'll 1110,01ol lo 000000 Willow, loolimill Dielete Fund TC IX ] ,­wg"- TI A- REF LNf cycle,2030 Fund Institlu+ution wl Class F,8 863 5621 T ICI ITII A C FF Lifer cle 203,5 Fund Institutional Class 'Z863 1:1 5613 Delete Fund TCOI X I,AA-CREF Lifer cle 2,040 Fund Institutional Class 886311 5597 Delletel Fund Aft e TTFIX A CHEF Llfe� Class a Delete T�IA !� � �� n TF 'I TIAA-CREF Lifer cle 2050 Fun Institutional Class 86315571 Delete Fund� 17TRIX TIC A-CRE,F Lifecycle 2055 Fu Institutional Class 1)87245M21 I �I Tct TIAA-CREF International Equity I ex Fund ns l Class 7244W516 Delete:Fund � Non-proprietary Funds In Menu Enter the flekerof Ove ' r' d I iWw , Fi6Ipufiate i once you exit the i w o u Ticker (by either clickinq In field or pW 0 w 'TAB bufton i k your ; Alpitabetically To i d adiditional rows for niorle flicklers,ctick the III it '' i III lildll III III III I Ticker III�I II Ticker Fund Name C SIl MWTIX Metropolitan West T' ::tal Return Bond 1 5912910,5509 Deletefund BFIYI X ackRock HighYield Bound Portfolio Institutional 0911 2 Delete �; Owl o, E RNGEX FAm e rican Funds New Economy Fund 43822844 Delete 6 Fund Ill Ill I pill IN 111111 11111,11101 11 1111� DDFIX FInvesco Diversified Dividend R5 001413178 Delete Fund WON Illow", ,t IX Small Cap Value Fund Institutional Class II Delete Fund Owl RSLEX American Funds'small-Cap World Fund R4 Dellete Fund i _ arbor International Fund Admin Class Now DEM,SX DFA Emergiiinig Markets Sm ll Cap l 233203611 Dellete Fund DFREX DFA Real Estate Securities Portfolio Institutional 2313 383 TGBAX Templeton lobal Blond Fund Advisor Classy 880201840 E]Stable Value Collective Investment Trust Funds, $w E]Custom Portfolio Other Funds(New Funds On The l tfor mi) U'se this section If the funds you are requesting aren't on this form. Fund Name CUSIP Investment ID Ticker Fells Fargo Stable Value 949,910'7505 FSC I rnve s I ' Vanguard ar Total Woad Market Ind 9219376103 1 VB,TLX Vaingguard 500(Index Admiral 92I29I0I87 110 " FIAX Scolut "Iid Cap 904199,304 LIMBMX Vanguard I x Admi 9229086,45 U'1 VIMAX 11 PW Vanguard Small Cap Index A m 922908686 U3 VSMAX Default Iniviestmilier TIAA-CREF Age-Based Llfecycle Fund O Transfer,/ , i u i'. o Rl Wly ( Payroll , .@ J W I' e Is w v S."table Ir. &null - 1W ADDITIONAL !NSTRUCTIONS I iirwwwx�wi f M uir text after your cursor leaves t us field.If� �� I �will r ft ill o , 1.Please add Special Policy Text to Ilri-Service Distributions-. Small Balance In-Service'Distributions.Subject to the terms of they Investment Options an If sleeted in the,Adoption greeme w ,a i Participant may elect,to recei��� �u�r � ru��distribution f the Participant's �relflt under the Fl�r I f the f ll, wI �requirements are o rnet: � a Excluding roillovler contributions hells in a separate account,the total amount of the Participants benefit under the Plea es not exceed$5,0!010(or the,dl oillar Ill�mit nder Section 4111 a� 111)of the Code The Participant has not previously retell ed a dist4bution under this I provision f the(Plea,an ( e been deferred under the Plan with respect to the Participant�rt d�rin g t h e two 2 - e r period ending or the date of the in-service distribution. 2.Please add Special Policy Text to Normal Retirement Age' The age designated by the Participant shall ale noearlier than ague 65 or,the age at which,Participants have the right to retire and receive, under the bas,ic,defined benefit pension filar of the Em l yer,Immediate retirement blenefits without aCtUaruall or similar reduction ' 4,,,Fl because of retiren t before me later specified age.The Norrnal Retirement Age ally shall r of exceed;age 70 1/2 PLAN SPONSOR ACKNOWLEDGEMENT Aft MM AMM By returning the above completed IS DD to TI ►A-CREF,the plan sponsor:(1)agrees that it is the plan sponsor's responsibility to confirm A"! that the plan rules,described in!the IS accurately reflect the plan rules Included in the plan sponsor's wri�tten plan document,and(2) has reviewed the IS and authorizes and directs T'IA,A to administer the plan sponsor's,plan using,the plan rules,described in the ISDD;. 'The undersigned individual also represents th�a,t he/she has the authority to sign this authorization and direction on behal,fofthe plan Awl sponsor. AMM Name of,Plan Sponsor it of Fort Worth Date Signed Byl !h =Date Si ............. - i NO% Name Susan Alanis Title Assista,nt City Manager 1 L w I I, jjj_, IN I milli Aft ,mill INKO 000""' 10 1 ............ ni :x C) AVON,, All ftkkk Aft All"61, AM%%jf 000, OP < co a_ of A P- 1 I P-1 *0 0 JIPIW 0 41 4) 0 0- 4) I F I C) 0 0 0 c co: 0, 20 01 CL IL L C> L . w a SE� M ),PIR ol .4a 4_ 0 c cl 0 m Me 4) LL 401- 0 iv) CL 0 E 0 8 m c 06 CL r� z § 40 0) 4L) Jc 0 LU N c t *C: E E 4) 0 -0 > C r ME CL 0 cr C LU 43) LW 41 o r , 0 r 0 c: m CL E CL 0 m d), 0 a E 6 m co -t= 0) M� 4--; m 01 — & CD rn Z p 0. CL Awl Aft), ........... v & J 104""! X ME I /I S, Ali jf� It If a/ f f j, Aft AIR 1,, Al ;L' g . ...... Awhll IF f/ All", ip 41, K 1, 40 0 ""Asir Z j, J/ /A A Al 10 Aftm IF 'All 11mr, A// sm 4 '4 R MR. 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RL p ti w " C9 0 l/ II # ;Cq ; + I 1 t�, taw% N -� I" l,�� � r.�rrr;"� � /i; .w fl/ ,/11 1 „„ I 44,' awl �. Y ail Al' < CD t' 0 CL wl J ' �i /j Oi%f/r fill 2 J�f��i/ ! � rJ/%!Ili/��!r✓i�l%/ ��///i��/�'%�1 r 1 s r r! ), to-' CL ill All iP r , uF � �l I � w r E r s e /, (i !11NMYW k LL It I lit 1 N'FyAw^NFy r y Ij 'r 4 i �y I i l� v), -111 Yl T TIAA , C F FinancW Swvkos REVENUE CREDIT ACCOUNT INVESTMENT OPTION Page I of I Return this form as a You have been,approved for a Revenue Credit Account. Before the Revenue Credit Account can be funded, scanned,P F via e-mail:l 'TIAA-CREF roust confirm which investment option you wish to use,for the account. Please select a short-term to your assigned Ghent investment option from the plan fund menu and complete,the information below., Services Consultant. j, Institution Faroe Cite of Fort Worthy 0,,K, Plan Name City of f=ort Worth 457(b)Deferred Compensation Plan Investment Option Name A,plk Wells Fargo Stable Value Fund 400w,, Ticker(Fo(Mutual Funds Only SC Questions?Please PLAN FIDUCIARY SIGNATURE contact your;assigned 0, i Thin Plan 'Fiduciary roust attest to the invest investment selection above. If you are not a plan fiduciary, please have or Relationship Manager C1iant Services Consultant this form signed by the designated plan fiduciary. 'The InAA Real Estate Rhin Fiduciary Marne(please print) Title Account cannot be usedi if Susan Alania ;assistant City Manager assets exceed$150,0100. F riary Si �natu Today's Date ern dd�'yyyy) I 10 11 10 31 A 111 o lop" FOR INTERNAL USE ONLY Plan Number(s A01 , 4 , 0 ; 6 4 gas gas 00 Wk, A W11 u s F x 398 2 F1 1398 2- 1 J ID SIR", �i i ,9R) ofifthl i �t 1! 1 LC A REF REVENUE CREDIT ACCOUNT AUTHORIZATION USE THIS FORM FOR ACCESS AND MANAGEMENT OF 0„,I k Financial Servto” Y � LAW`S, REVENUE CREDIT ACCOUNT o Page 1 of IRAN,f,/%%!c„!/%,rl�//„11//1�%//l!/�rr, /J// lir,,�,.%„rii�;,,„ ✓i, ,,,��,° rrii, ,+, ;, 2 /,r... � � ,,. ,... „° ,,. ,,. ,,;� /:.,,„✓ir,.a` Lr ii„ rr�, �,i �,,�s irl fif,., ,�/i,r ,r/„�/,� G/„ r A/�irr ,�%„r w,,,%D///, NOTE:it the person 1. INSTITUTION INFOR'M'ATION you are authorizing is not a plan fiduaciiary,hey' Institution Name she must have signed by orrr designated City of Fort'Wolrth plan,fiduciary. Street Address 1000 Thr r o nn rt n Street 4 ,r city” State Zip Code Fort Worth TX 76102 0 W11 Plan Name City of ort Worth 45 7(b)Deferred Compensation Plan / /.. / r, /� r/� /--.. r.... ,. � r ...✓ a ,,;i �..:.,, ,,.,. r�„r rio/ ...r,i;. .% r , oa 2. C NT CT INFORMAT"I N FOR DESIGNEE I am a plea fiduciary a,nd wlsh ill mmiu nil tio:ns be sent to rye(I wiii assurne management of disbursements Al” from the accounts). I authorize the designee below to manage the,Revenue Credit Account and to receive all ork, vt communications,(,Provide contact information below).. r Prefix; Last Name Wise First Name diddle Initial 'Margaret aret Street Address 1 0!0'Th r ckm o rton Street City State Zip Code Fort Worth T Country Province „e USA �,r h,h Daytime Telephone Number Fax Number 817 392 805$ Polk Email Address mar aretarise @tortwor"thtaxas.gov A 'II CONTINUED,rr ar NM PAGE TLIAZ F11397 5/12 i ll F1 1397-0512-01 u,. AIR, 00101111 LC AA REVENUE CREDIT ACCOUNT AUTH10 A � USE THIS FORM FOR ACCESS AND MANAGEMENT OF Financial Soolcos, YOUR FLANS REVENUE, CREDIT CC ! T Rage 2 of ...r. /.,r ,,,, l.,,.. „i,/r i %..�...,////.l. /ri ...ir/r,/,. 1, � „/ „r Questions?Please 3 SIGNATURE contact yourassigned Please alga and date below.. Relationship Manager or Client Services Consultant LIthorizend Administrator Name(please print) Title Margaret Assistant Director o Human rim Authorized Administrator Signature "days Date rnrrr d ' AIR. r u 0,41,41 _../i�/r//� //,�/w,/v/i/�/iii.,�,//oar/i/l✓,ii;,,,!,,,,i„�;,//,,.,,irk//G,i,��,i„/1/,/j/��%,/l,�„�,,/„,,,^,, i,.�,s, , Return this,form* as a 4 PLAN FIDUCIARY SIGNAT'U'RE scanned PDF vin e-mail to your assigned Client Plan Fiduciary Name(please p4nt) Tits Services Consultant. Susan Alanis Assistant City Manager �J Plan R Signahire Today's Late mnM dd/yyyy ,i J 1 19401 ;J lJ FOR INTERNAL USE ONLY Plan Nurnber s, 1 ” 5u F171397(5/12) i I. wS, / r l/ 1 � i J i i I i I i F1'1397-051,2-012 TIAA I i CCR JE�F, REVENUE CREDIT ACCOUNT AUTHORIZATION USE THIS FORM FOR ACCESS AND MANAGEMENT O Ilk; Finaridw YOUR PLAN'S REVENUE CR'E'DIT ACCOUINT Page I of G/, 'F�„6,, 4J)J1s NOTE:If the person 1. INSTITUTION INFORl'ATION you are authorizing is ul�y4: not a plan fiduciary, e Institution Name she must havie this form City of Fort Worth signed by ouir designated plan fiduciary. Street address 1000,Throcl rnorton Street City State Zip Cod �a9 Fort Worth TX Plan Name 9� City of Fort Worth 457(b)'Deferred Compensation,Plan r ,.. ,,.,. i ,,,,. ,,.,,/i, /.!,,�,i/.. -';'71f II 1✓/I..,a.. ,,. ,vi. 1 , /,„.,.,<,,, „„,, i/l% ,/ ,. c,,. !/ .id�./,,, ,ac,... ,,,i ,c ,,mom { 2. CONTACT INFORMATION FOR DESIGNEE l am a plan fiduciary and wish all communications be sent to me tI will assume management of disbursements Ilk from the accounts). I authorize the designee below to manage the Revenue Credit Account and to receive all u)iJ communications(provide contact irnformation below). Prefix Last Name � First Name Middle Initial Brian, Street Address 11 000 Throcicmorto n Street city State Zip Cod Fort Worth TX 76102. Country Province USA Daytime Telephone Number Fax Number 817 392 779131 Email, Address brian.dickers n@fortworthtexas.gov CONTINUED,ON NEXT PAGE F 173' AM, A LII REVENUE CREDIT ACCOUNT AUTHORIZ USE THIS FORM FOR ACCESS AND MANAGEMENT OF R i Servk*s YOUR PLANS REVENUE CREDIT ACCOUNT AM, Page 2 of 2 11"���,�"I'll1l"ll�",Vy,��,11"11,rllf;Kl,�l,�,111�,',,�""A,211141"1"1�flIllf�l",Y�4flI��'If�lop,��,,e�ll�'ll�Ill�,�fl��'I'��ll"���e�ll��l����l"lr",I,�1,111 1pmyw A""1111­11�'­Ilfflw OW 0 t MV W/ 1*011'11,1 W n'WH N N ,/ 0 'EM Questions?Please 3. SIGNATURE contact your assigned Please sign and date below. Relationship Manager or Client Services Consultant Autho6zed Administrator Name(please print) Title Brian ick r , if irector of'HuIman Resources, Authodzed'Administrator Signature Today's Date(mm/dd/yyyy) ols P ef,0'461450 OR 0 z A1011,110,1100121010 A %"P/,F/////,/,//�,/ , /4, ///MWA00-//" 'A'/,X/ 0",/V/P, WOW"A/W"M A A* Return this form as a 4., PLAN FIDUCIARY SIGNATURE scanned PDF via e-mail to your assigned Client Plan Fiducla,ry Name(please pdnt) Title S rvices Consultant. :Susan Allanis Assistant City Manager Pla f1dticlary Signature Today's Date(rnrn/dd/yyyy) Af 0 3 , Affl, FOR INTERNAL USE ONLY Plan Num,ber(s) 5 4 0 6 4 2 TA IAZ F11397(5/12) F11 1397-0512-102 M&C Review Page I of 2 Offibai site of the City of Fort Worth,Texas EDDYWORTH LITY COUNCIL AGO'ENDA COUNCIL ACTION: Approved on 11/19/2013 DATE,- 11/19/2013 REFERENCE NO.0 C-2657`1 LOG NAME: 14T'IAA-CREF CODE.. C TYPE: NON-CONSENT PUBLIC HEARING- NO 0 SUBJECT: Authorize Agreement with T'IAA,-C REF'to be the Third-Party Administrator for the City of Fort Worth's 457' Deferred Compensation Plan, (ALL COUNCIL DISTRICTS) RECOMMENDATION.: It is recommended that the City Council authorize an Agreement with TlAA-CREFto be the third-party administrator for the City of Fort Worth's 457 Deferred Compensation Plan. DISCUSSION: The purpose of this Mayor and Council Communication is to seek authorization to negotiate and enter,into an Agreement with TIAA-CREF to be the 457 Deferred Compensation Third-Party Administrator with all associated fees paid by participants in the plan. Back wound.- The City of Fort Worth established a 457 Deferred Compensation Program with IC MA-RC in March 1981. In July 1982, Nationwide Retirement Sollutioins (formerly PEBSCO,) was added as a second provider. 'These two firms (ICIVIA-RC and Nationwide) currently provide record keeping,, investment, and trustee annuity services to the Plan as well as enrollment, communication, and education services,to the Plan participants. As of December 31, 2012, there were 2,736 employees contributing to,the Plan- 2,,231 with Nationwide (the amount of$134,032,620.00 in darn assets) and 505 with I,CMA-RC (the amount of $27,433,6160.00 in plan assets). In 2011, the City formed an Oversight Committee for the City's 4517 Deferred Compensation Prog,riam,. The Committee, comprised of 13 plan participants (active and retired), recommended the issuance of a Request, for Proposal (RFP) and the consolidation, of plan recordikeeping and investment services with a single provider. The Committee was engaged, in the development of the RPP with help from an independent consulting firm, The Retirement Store, Inc. A five member Plan Sub-Committele (Sub-Committee) was appointed to evaluate proposal responses with the help of the consultant. On June 13, 2013, the City received 10 responses to the RFP issued on April 17, 2013. The Sub- Committee rev,iewed, all responsive submittals and selected four firms to make presentations, ICMA-RC, Nationwide, Prudential and TIAA-CREF. The huh-Committee considered the following criteria for selecting the finalists: Proposier's, Experience and Financial Stability - 20 points available ■ Participlant, Services -25, points available 9 Administration and Regulatory Services - 10 points available A Investment Options - 20 points, available a Fees/Revenue -25, points, available The following is the Sub-Committee assessment ofTIAA-CREP. RP" Section Coi6 went �s Experien,c e and 1 Financially very strong; not-fo,r-profit; huge retirement services htt- s.cfwnet.or counc,* it_Packet/mc_revj.ew.asp?.1D=I 9125 councils 11/19/2013 3/28/2014 M&C Review Page 2 of'2 Financial Stability organization particularly in education market­ large local presence Lewisville Committed to 52 days/'on-site annually with 2 representatives; Participant/Plan investment advice/retirement planning included at no additional charge; Sponsor Services no managed account conflicts; Saturday customer service; webinars; state-of-the-art tech.nology including social media Administration and Sound record keepling' system; extensive service commitments at both plan and participant level; good recommendations regarding current life insurance nsurance i,n Plan; robust ad hoc reLortinQ capabilities Stable Value Proposed, better share class of existing Wells Fargo/G,allia,rd, option - no Investment 2ptioln disr�pption to current Nationwide partiap ants Variable Investment, Open architecture; average investment cost of proposed fund menu .-Option 9.5 basis eointLbpsl Pricing/Revenue No on-going, loan service fees. lower Self-Directed Brokerage fees, highly cons etitiv,e eri,cinq at 101 Committee felt strongly that Plan participants,would benefit from the Other Considerations completely different perspective that TIAA-1CREF would P rovide. Committee was also very impressed with their technology and, customer service ca,.pabilities. After the completion of vendor presentations, the Sub-Committee unanim,ouisly agreed to recommend TIAA- CREF to make a presentation to the full Committee. On September 13, 2013, the full: Committee uinanimously voted to recommend that TIAA-CREF serve as the sole Plan Administrator for the, City's 457 Deferred Compensation Plan. TIAA-CREF will absorb all costs associated with the plan transition including all participant-related notification expenses, any Market Value Addled (MVA), Contingent, Deferred Sales Change (CDSC), car any other fees that might be assessed to the plan by existing providers upon termination. FISCAL INFORMATION/CERT'IFICATIOIIN-,-o The Financial Management Services Director certifies that this action will not increase the total appropriations Of City funds., All associated fees related to the 457 Deferred Compensation Plan are paid by the participants in the plan. TO Fund/Account/Centers FROM Fund/Accoun,t/Cen,ters Submifted for Cily e Mang A ris Offic.e, Susan A(anis (8180) l OriginatlqR artment Heald". Harry Anderson (2632) Addifionall Information Contact:., Margaret Wise (18058) ATTACHMENT'S http://apps.cfwnet.org/counciI—Packet,/inc—rev'jcw.asp?ID--:--I 9254&C0UDC11d ate=1 1/19/2013 312 /2014